General Finance, Inc

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IN Tlie MATTER OF AMERICAN OIL COMPANY AND GENERAL FINANCE, INC. COMPLAINT, FINDINGS, AND ORDER IN REGARD TO THE ALLEGED VIOLATION OF PARAGRAPHS (A) AND (F) OF SEC. 2 OF AN ACT OF CONGRESS .APPROVED OCT. 15, 1914, AS .AMENDED BY THE ROBINSON-PATMAN ACT, APPROVED JUNE 19, 1936 Docket 3813. Complaint, July 7, 1939-Decision, Sept. 9, 1939 "'here a corporation engaged in distributing and selling, in commerce, gasoline and other petroleum products in various States and in the District of Columbia, and in delivering such products in said District at gasoline stations therein in tank wagons from its bulk plants in State of Virginia, and in selling its said products in said District to various dealer purchasers, including corporate concern which (1) was engaged In business, among other things, of selling and financing sale of taxicabs and in the leasing and operating of a gasoline station in said District at which it sold gasoline and petroleum products of said corporation at retail to taxicab operators and to general public, and which concern (2) purchased products of such corporation from it under provisions of so-called Commercial Consumer Contracts and agreements of said corporation, by which concession of 1% cents per gallon from the posted retail tank-wagon price, subject to certain minimum and maximum charge, was on specific condition that all products thus purchased were for buyer's own consumption and not for resale in whole or in part to purchaser's employees .or to any other person, firm, or corporation- Discriminated in price between said concern and other retail gasoline dealers in said District who purchased and dealt in gasoline and petroleum products of said corporation, through sale, at prices substantially lower than those charged by it to other retail dealers, of its said products to such concern, which resold products, thus purchased by it at said price concessions on express and specific condition that they were for purchaser's own consumption only and not for resale, to the public and to its owned and controlled taxicabs; to the injury of other retail gasoline dealers in competition with it who were required to and did pay said corporation and other suppliers full posted retail dealer tank-wagon prices opplicable on date and at point of delivery.

With result that effect of such dh;crimination in price had been and might be substantially to lessen competition in line of commerce in which said concern and other retail gasoline dealers in said District were engaged, and to Injure, destroy aud prevent com)1t'tition with said corporation, and with said concern wbirb received benefit of discrimination aforesaid: llcld, That such discrimination in price in sale of the gasoline and petroleum products of said corporation between said concern and other competing retail gasoline dealers in suld District, constituted a violation of section 2 (a) of the Clayton Act, as amended by Robinson-Patman Act; and 'Vlwre said concern engaged as aforesaid, and subsequl'nt to the execution of the first of said contracts providing for such coucesslous on the express provl:,;ion, above set forth, that pun·hase was for buyer's own consumption and uot for resale, and well knowing that prices thus fixed in said various 858 FEDERAL TRADF,. COl\Il\IISSION·. DECISIONS Complaint 29F. T. C.

contracts, and thereafter paid to said corporation, were lower than those at which said corporation's products had been sold by it during period involved to other retail gasoline dealers in said District, many of which competed with the. station or stations operated by ·said concern in sale of ·said corporation's products- Knowingly induced such discrimination in price and knowingly received, during. period aforesaid, benefit that·eof: · Hcltl, That such knowing inducement and rec£>ipt of BUP.b price discrimination as aforesaid, constituted violation of section 2 (f) of Clayton Act,· -as. amended.

llfr. F.llier and Mr. J. W. Ocrrter, Jr. for the Commission. Mr. Charles llenry Thornpson, of Baltimore, Md., for respondents. Col\IPLAINT Pursuant to the provisions of an act of Congress, appro,·ed October 15, 1914, entitled "An Act to supplement existing laws against unlawful restraints and monopolies, and.for other purposes" (the Clayton Act-U. S. C. title 15, sec. 13), as amended., and by virtue of the authority vested in it by said act, the FeJ.eral Trade Commission, having reason to believe that American Oil Co., a corporation, has violated the provisions of subsection (a) of section 2 of said Clayton Act, as amended, and that General Finance, Inc., has violated the provisions of subsection (f) of section 2 of said Clayton Act, as amended, hereby. issues its complaint stating its charg~s in those respects as follows:

P.mAGRAPH 1. Respondent American Oil Co. is a corporation organized, existing, and doing business under and by virtue of the laws of the State of l\Iaryland, with principal office located in the American Building, Baltimore, l\Id. Said respondent is engaged chiefly in the business of producing, manufacturing, distributing, and selling gasoline and other petroleum products in various States of the United States and in the District of Columbia. Gasoline manufactured and sold by said respondent is mostly of two grades, namely, a so-called "high-test" gasoline sold under the trade name "Amoco," and a "standard" gasoline sold under the trade name "American" or "Orange American." Gasoline sold and delivered by said respondent to gasoline stations in the District of Columbia is transported into the District of Columbia in tank wagons from said respondent's bulk plants in the State of Virginia and delivered from said tank wagons. PAR. 2. Respondent General Finance, Inc., is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with principal office and place of business located ut 2221 Fourteenth Street NW., Washington, D. C. Said respondent is engaged in the business, among other things, of AMERICAN OIL CO. 859 857 Complaint selling and financing the sale of taxicabs, and also leases and operates two gasoline stations, one located at the corner of Fourteenth Street and Florida A venue N·w., \Vashington, D. C., and another located at the corner of Sixth Street and Rhode Island Avenue NW., \Vashington, D.C., at which stations it engages in the business of selling "Amoco" and "American" gasoline at retail to taxicab opel·ators and to the public.

. PAR. 3. The said gasoline stations operated by respondent General Finance, Inc., as set forth in paragraph 2 hereof, are engaged in eo~petition in the sale of gasoline at retail with numerous other dealers in gasoliue in the District of Columbia selling American Oil Co. gasoline, and with gasoline dealers selling the gasoline of other producers.

PAn. 4. On or about July 17, 193G, respondent American Oil Co. entered into a contract for the sale of gasoline with six corporations, four doing business in \Vashington, D. C., and two in Baltimore, ~fd., all engaged in the business of organizing, promoting, and serving associations or groups of taxicab operators in those ci6es. A· copy of said contract, marked "Exhibit A" is annexed hereto and made a part hereo£.1 The word "Corporation" in the name "City Cab Corporation, Inc." was inserted in said contract by mutual error of the parties and said name was intended to be and describe City Cab Association, Inc., of \Vashington, D. C.; and said contract has at all times been so understood and treated by the parties. Said contract provides for the sale of "Amoco" and "American Gas" by tank-wagon delivery in the District of Columbia at a price o£ 5% cents per gallon below the current posted retail service-station price for said products, said price being from 1% cents to 2Ys cents lower than the posted tank-wagon prices charged by respondent American Oil Co. for "Amoco" and "American Gas'' sold by it to other retail gasoline station operators in the District of Columbia. PAR. 5. The business policies and activities of all of the taxicab companies named in said contract were at the time of the execution of said contract controlled by respondent General Finance, Inc., or by its officers, Herbert Glassman and Edward C. Ostrow, through stock ownership or voting control and through ownership of the majority of the taxicabs operateJ under the names of said ·companies. The gasoline used in taxicabs which are owned by or operated under the names of said companies, is purchased by the operators of such taxicabs, and is not supplied by said companies or by respondent General Finance, Inc., except by sale. 1 See p, 8G8.

Complaint 29F.T.C.

PAR. 6. Subsequent to the execution of said contract, and during the years 1937, 1938, and 1939, respondent American Oil Co. has sold and delivered large quantities of "Amoco" and "American" gasoline, pursuant to the terms of sale and at the prices specified in said contract of July 17, 1936, to respondent General Finance, Inc. Such deliveries have averaged more than 100,000 gallons per month during said period, and have been made at the retail gasoline stations operated by General Finance, Inc., at Fourteenth Street and Florida Avenue NW., and Sixth Street and Rhode Island Avenue IDV., 1Vashington, D. C., as aforesaid. American Oil Co. has billed said gasoline to General Finance, Inc., and payment for the same has been made by General Finance, Inc. The gasoline so purchased by General Finance, Inc., has been resold by it at retail to taxicab operators and to the public generally. The fact of such resale has at all times been well known to respondent American Oil Co., although the said contract provides that the products purchased thereunder "are for Buyer's own consumption only and not for resale, in whole or in part, to Buyer's employees or any other person." PAR. 7. By selling its "Amoco" and "American" gasolines to respondent General Finance, Inc., at the prices stated in paragraph 4 hereof, and by contracting to sell its said gasolines in the District of Columbia to City Cab Association, Inc., General Taxicab, Inc., Pruclom Cab Co., Inc., and Harlem Taxicab Association, Inc., at said prices, which prices are substantially lower than the prices charged by it for E:aid gasolines, respectively, to other retail dealers in gasoline in the District of Columbia, respondent American Oil Co. has discriminated in price, and is discriminating in price, between respondent General Finance, Inc., City Cab Association, Inc., General Taxicab, Inc., Prudom Cab Co., Inc., and Harlem Taxicab Association, Inc., respectively, and other retail gasoline dealers in the District of Columbia who purchase and deal in said American Oil Co. products. The effect of such discrimination in price has been and may Le substantially to lessen competition and tend to create a monopoly in commerce in and with the District of Columbia in the sale and distribution of gasoline, and to injure, destroy, and prevent competition with respondent American Oil Co. and with its said customers receiving the benefit of said discrimination.

PAR. 8. Said contract of July 17, 1936, was executed on behalf of five of the six taxicab companies named as buyers by Herbert Glassman and Edward C. Ostrow, who are president and treasurer, respectively, of respondent General Finance, Inc. llespondent General Finance, Inc., and its said officers, at the time of the execution of said contract and at nll times since that date, have well known that the Al\IERICAN OIL CO. 861 857 Findings prices for "Amoco" and "American" gasoline fixed in said contract and thereafter paid by said respondent to American Oil Co. for said gasoline, as hereinbefore set forth, were and are from 1o/s cents to 2Ys cents lower than the prices at which "Amoco" and "American" gasoline have been sold by American Oil Co. during the same period to other retail gasoline dealers in the District of Columbia, including many such dealers competing in the sale of "Amoco" and "American" gasoline with the stations operated by General Finance, Inc. Said discrimination in price was knowingly induced, and at all times herein mentioned has knowingly been received, by respondent General Finance, Inc. Said discrimination in price, as more fully set forth in the preceding paragraphs hereof, is prohibited by subsection (a) of section 2 of said Clayton Act, as amended.

REPORT, FINDINGS As TO THE Facts, AND Onder Pursuant to the provisions of an act of Congress entitled "An Act to supplement existing laws against unlawful restraints and monop~ olies and for other purposes," approved October 15, 1914 (the Clayton Act), as amended by the Robinson-Patman Act, approved June 19, 1936 (title 15, Sec. 13), the Federal Trade Commission, on July 7, 1939, issued and served its complaint in this proceeding upon the parties respondent named in the enption hereof, charging respondent American Oil Co. with violating the provisions of paragraph (a) of section 2 of the said act as amended, and charging respondent General Finance, Inc., with violating the provisions of paragraph (f) of section 2 of said act as amended. After the issuance and service of said complaint, answers admitting the material allegations set forth in the complaint to be true were filed on behalf of the respondents, American Oil Co. and General Finance, Inc. Thereafter said respondents filed with the Commission waivers of all subsequent and intervening procedure and any further 11hearing as to the facts and any notice thereof. Thereafter, the proceeding regularly came on for final hearing before the Commission on the said complaint and the admissions of fact made in said answers filed thereto, and the Commission having duly considered the same and now being fully advised in the premises, finds that this proceeding is in the interest of the public and makes the following findings as to the facts and conclusion: FINDINGS AS TO THE FACTS PAR,\GRAPII 1. That the respondent American Oil Co. is a corporation under the laws of the State of 1\Iaryland, with its principal office 213700"'-40-\'0L. 2\J-57 Findings 29,F. T. C: located in the American Building, Baltimore, Md., and is engaged in the business of distributing and selling in commerce gasoline and other petroleum products in various States of the United States and in the District of Columbia, said gasoline and petroleum products sold in the District of Columbia being delivered at gasoline stations therein in tank wagons from respondent's bulk plants in the State of Virginia.

PAn.· 2. That respondent General Finance, Inc., is a corporation under the laws of the State of Dzlaware, with its principal office and place of business at 2221 Fourteenth Street NW., \Vashington, D. C., and is engaged in the business, among other things, of selling and financing the sale of taxicabs, and the leasing and operating of a gas-· aline station located at the corner of Fourteenth Street and Florida Avenue N\V., \Vashington, D. C., at which station it sells gasoline and petroleum products of the respondent American Oil Co. at retail to taxicab operators and to the general public. That respondent General Finance, Inc., operated for a period of 3 weeks, from August 25 to September Hl, 19:38, an additional gasoline station at the corner of Sixth Street and Rhode Island Avenue NW., \Vashington, D. C., but that since September 16, 1938, said respondent General Finance, Inc., has not operated said station.

PAR. 3. That respondent General Finance, Inc., as operator of the said gasoline station at Fourteenth Street and Florida Avene N\V., \Vashington, D. C., in the sale of gasoline and petroleum products at retail, is in competition with numerous other station operators and retail dealers in gasoline and petroleum products in the District of Columbia selling the gasoline and petroleum products of the respondent American Oil Co., and also in competition with station operators and retail dealers selling the gasoline and petroleum products of other suppliers.

PAn. 4. That on or about July 17, 1936, respondent American Oil Co. entered into a contract with six corporations, to wit: General Taxicab, Inc., and Sun Cab Co., Inc., doing business in Baltimore, Ud.; and City Cab Association, Inc., General Taxicab, Inc., Prudom Cab Co., Inc., and Harlem Taxicab Association, Inc., doing business in \V ashington, D. C., for the sale of gasoline. All of these corporations were and are engaged in the business of organizing, promoting, and servicing associations or groups of taxicab operators in Baltimore and \Vashington.. Said contract provided for the sale of gasoline by the respondent American Oil Co. to said six corporations at a price of 1% cents per gallon less than the posted retail tankwagon price per gallon charged by respondent American Oil Co., to undivided dealer accounts, on the date of delivery, subject, AMERICAN OIL CO. 863 857 Findings however, to a minimum of 8% cents per gallon and a maximum of 11 11 cents per gallon. Said contract was designated by respondent Ameri-) \' l. can Oil Co. as a Commercial Consumer Contract, and provided ' specifically that all products purchased thereunder were for the pur· chaser's own consumption and not for resale in whole or in part to the purchaser's employees or any other person, firm, or corporation. PAn. 5. That subsequent to the execution of said contract, and during the year 1937 and part of the year 1938, respondent American Oil Co. sold and delivered in its tank wagons from its bulk plant· in the State o£ Virginia large quantities of its gasoline and petroleum products pursuant to the terms of sale and at the prices specified in said contract. Deliveries were made to the said gasoline station operated by respondent General Finance, Inc., at Fourteenth Street and Florilla Avenue N"\V., said deliveries averaging more than 100,000 gallons per month and payment therefor being made by the respondent General Finance, Inc., directly to the respondent American Oil Co. On or about July 1, 1938, respondent American Oil Co. having previously ascertained that said deliveries hereinabov~ referred to had in fact been paid for by the respondent General Finance, Inc., entered into a contract with respondent General Finance,Inc., for the sale of its gasoline and petroleum pro<.lucts, which contract Il contained the same terms of sale, prices, and conditions as said contract of July 17, 1936, hereinabove referred to in paragraph 4 hereof. IIThereafter, respondent American Oil Co. sold and delivered large quantities of its gasoline and petroleum prqducts to respondent Gen• eral Finance, Inc., at said gasoline station at Fourteenth Street andFlorida Avl"nue N,V,, under and pursuant to the terms of sale and II at the prices specified in the said contract of July 1, 1938. It also II sold and delivered 19,000 gallons of its gasoline and petroleum prod· l,,Ucts under said contract of July 1, 1938, from August 25, 1938, toSeptember 16, 1938, to a gasoline station located at Sixth and Rhode l !,Island Avenue N"\V., "\Vashington, D. 'c., operated by the respondent IGeneral Finance, Inc., but respondent American Oil Co. discontinued sale and deliveries to said station at Sixth Street and Rhode Island tlAvenue NW., on and after September 1G, 1938. I PAn. 6. That the gasoline and petroleum products so purchased by jrespondent General Finance, Inc., since April 1, 1937, were resold I b~ ~t at retail to taxicab operators and to the public generally at lI said gasoline station at Fourteenth Street and Florida Avenue NW., Washington, D. C., and also from August 25, 1938, to September 16, \ 1938, at said additional gasoline station located at Sixth Street and :Rhode Island Avenue NW., Washington, D. C., and the fact of such lresale became known to respondent American Oil Co., in August Findings 29F. T. C.

1938. Whereupon respondent American Oil Co., required respondent General Finance, Inc., to execute a dealer contract for the purchase of all gasoline to be resold by said respondent General Finance, Inc., to the general public, which said dealer contract was executed by respondent General Finance, Inc., and respondent American Oil Co. on September 1, 1938, the tenus of which require respondent General Finance, Inc., to pay respondent American Oil Co. for all gasoline thereafter purchased at its regular undivided dealer tank-wagon prices for the particular products purchased, applicable on date of delivery. Thereafter, on September 8, 1938, said respondents American Oil Co. and General Finance, Inc., entered into an agreement supplemental to said contract of September 1, 1938, which said supplemental agreement provided that respondent General Finance, Inc., :should pay for all gasoline purchased for resale at the current undivided dealer tank-wagon prices of respondent American Oil Co. prevailing in Washington, D. C., on date of delivery, and should pay for all purchases made for consumption in the taxicabs of said associations and its controlled taxicabs in 'Vashington, D. C., at the prices and upon the terms and conditions of said Commercial Consumer Contracts of July 17, 1936, and July 1, 1938, and further provided that respondent American Oil Co. would bill respondent General Finance, Inc., for all purchases thereafter made at the regular undivided dealer tank-wagon prices for the particular products purchased, applicable on date of delivery, but at the end of each month would credit respondent General Finance, Inc., with the contract price differential between said regular undivided dealer tankwagon price and said price fixed in the contracts of July 17, 193f>, and July 1, 19:38, upon the gallonage reported by respondent General Finance, Inc., to respondent American Oil Co. as having been supplied by said respondent General Finance, Inc., to taxicabs owned andjor controlled by it. Since September 8, 1938, respondent General Finance, Inc., has furnished to respondent American Oil Co. monthly statements showing gallonage supplied the said taxicabs and gallonage resold to the public generally, for which the full, regular, undivided dealer tank-wagon price has been collected. At the end of each month respondent American Oil Co. has credited the account of respondent General Finance, Inc., with the contract price differential upon the gallonage reported by respondent, General Finance, Inc., as supplied to taxicabs owned andjor controlled by it. Respondent, General Finance, Inc., admits in its substitute answer that the gasoline so purchased by it under said contract of September 1, 1938, and supplemental agreement of September 8, AMERICAN OIL CO. 865 857 Findings jl I• 1938, has been and is now being resold to the public and to its owned and/or controlled taxicabs. l:j· PAR. 7. That respondent American Oil Co., by selling its gasoline j and petroleum products to respondent General Finance, Inc., at ii1!prices which were substantially lower than the prices charged by I' it for said gasoline and petroleum products to other retail dealers !Iin said products in the District of Columbia, has discriminated in il.jprice between respondent General Finance, Inc., and other retail gasoline dealers in the District of Columbia who purchase and deal l'~ in the gasoline and petroleum products of respondent America Oil l Co., and the effect of such discrimination in price has been, and may be substantially to lessen competition in the line of commerce inwhich said respondent General Finance, Inc., and other retail gaso- II line dealers in the District of Columbia were engaged; to injure,destroy, and prevent competition with respondent American Oil f .I.Co. and with respondent General Finance, Inc., which received the benefit of such discrimination.. Jl AR. 8. That the prices fixed and agreed upon in said contracts of I July 17, 1936, and July 1, 1938, were based on~ and wholly contingent upon, the express and specific condition in said contracts that gasoline and petroleum products purchased thereunder were for the II purchaser's own consumption only and not for resale by it; and that I respondent General Finance, Inc., by reselling said gasoline andpetroleum products so purchased under said contracts of July 17, ,\ 1936, July 1, 1938, and September 1, 1938, thus obtained from r respondent American Oil Co. an unlawful price discrimination iu I its favor and to its benefit and to the injury of other retail gasoline ! dealers in competition with it who were required to and did pay t respondent American Oil Co. and other suppliers the full posted I retail dealer tank-wagon prices applicable on date of delivery at I point of delivery.

PAR. 9. That respondent General Finance, Inc., subsequent to the Iexecution of said contract of July 17, 1936, has well known that the I prices for gasoline and petroleum products fixed in said contracts and I~ subsequent contracts and thereafter paid to said respondent Ameri- I .can Oil Co., were lower than the prices at which said gasoline and !1 petroleum products of respondent American Oil Co. had been sold by I it during the same period to other retail gasoline dealers in the I District of Columbia, many of which such dealers competed with the station or stations operated by the respondent General Finance, Inc., in the sale of said gasoline and petroleum products of respondent I•American Oil Co., and said discrimination in price was knowingly l Order 29F.T.C.

induced, and has knowingly been received, by said respondent General Finance, Inc., during the period aforesaid. CONCLUSION The Commission concludes that the respondent, American Oil Co., ·has discriminated in price in the sale o£ its gasoline and petroleum products between respondent General Finance, Inc., and other competing retail gasoline dealers in the District of Columbia, and that the effect of such discrimination may be substantially to lessen competition in the line of commerce in which said respondent General 'Finance, Inc., and other retail gasoline dealers in the District of Columbia are engaged, and to injure, destroy, or prevent competition with said respondents, in violation of paragraph (a) of section 2 of the said Clayton Act, as amended by the Robinson-Patman Act. The Commission further concludes that the respondent General Finance, Inc., knowingly induced and received, during the period aforesaid, the benefit of said price discrimination in violation of paragraph (f) of section 2 of said Clayton Act, as amended by the Robinson-Patman Act.

ORDER TO CEASE AND DESIST This proceeding having been heard by the Federal Trade Com· mission upon the complaint of the Commission and the answers filed 'thereto by the respondents, American Oil Co. and General Finance, Inc., admitting the material allegations of fact in the complaint to be true, and waiving all intervening procedure and further hearing .as to the said facts, and the Commission having made its findings as to facts and its conclusions, which findings and conclusions are hereby made a part hereof, that said respondents have violated the provisions of an Act of Congress entitled "An Act to supplement existing laws against unlawful restraints and monopolies, and for other purposes", approved October 15, 1914, as amended by the Robinson- Patman Act approved June 19, 1936 (title 15, sec. 13). It is ordered, That respondent American Oil Co., a corporation, its officers, directors, representatives, agents, and employees, in connec· tion with the offering for sale, sale and distribution, and delivery of its gasoline and petroleum products in interstate commerce and in the District of Columbia, do forthwith cease and desist (a) from the price discriminations found in paragraphs 7 and 8 of the afore· said findings as to the facts and conclusion; and (b) from in any other manner, directly or indirectly, discriminating in price between respondent, General Finance, Inc., and other purchasers competi- AMERICAN OIL CO. 867 857 Order tively engaged with respondent General Finance, Inc., in the resale of its products of like grade and quality where the effect may be substantially to lessen competition or tend to create a monopoly in the line of commerce in which said respondent, or any of its customers, are engaged, or to injure, destroy, or prevent competition with respondent or its customers, except where such price differences make only due allowance for differences in the cost of sale or delivery resulting from differing methods or quantities in which said gasoline or petroleum products are to such purchasers sold or delivered.

I.t is further ordered, That the respondent General Finance, Inc., its officers, directors, representatives, agents, and employees do forthwith cease and desist, (a) from inducing or receiving the price discriminations found in paragraphs 7, 8, and 9 of the aforesaid findings as to the facts and conclusion; and (b) from in any other manner knowingly purchasing gasoline and petroleum products at prices which discriminate between it and other purchasers of such products of like grade and quality where the effect may be substantially to lessen competition or tend to create a monopoly in the line of commerce in which said respondent is engaged, or to injure, destroy, or prevent competition with respondent or its customers Iexcept where such price differences make only due allowance for differences in the cost of sale or delivery resulting from differing methods or quantities in which said gasoline or petroleum products are to it or such other purchasers sold or delivered. 1: It is further ordered, That the said respondents American Oil Co. It. and General Finance, Inc., shall, within 60 days after service upon i •·them of this order, file with the Commission their separate reports I in writing setting forth in detail the manner and form in which l they have complied with this order. !: I r! I I I i i I I Exhibit A 29F.T.C.

Exhibit A 1 Al\IERICAN All-loco GAS CONTRACT OF SALE made this 17th day of July 1936, between TIIE AMERICAN OIL company, a Maryland corporation, hereinafter called "AMERICAN" and City Cab Corp., Inc., of \Vashington, D. C., General Taxicab, Inc., 'Vashington, D. C., Prudom Cab Co., Inc., 'Vashington, D. C., Harlem Taxicab Assn. Inc., ·washington, D. C., General Taxicab Inc., llaltimore, Mel. and Sun Cab Company, Inc.,. llaltimore, Md., hereinafter called "BUYER."

1. Sale; Products. AMERICAN agrees to sell and deliver to BUYER and BUYER agre€S to purchase from AMERICAN', during the continuance of this agreement, all gasoline and motor fuel that BUYER shall require for use in automobiles and other motor vehicles owned andjor operated by BUYER, the gasoline and motor fuel to be delivered and the quantities thereof to be taken out hereunder by BUYER to be as follows: Minimum Maximum Brands quantity quantity per year per year Gallrm1 Galloo• Amoco._ --·-- . . .••. -·-.... 200, 000 400,000 American gas •. ----------.................................. 1, 800, 000 2, 600,000 All products purchased hereunder are for BUYER's own consumption only and not for resale, in whole or in part, to BUYER's employees or any other person, firm, or corporation.

2. Price. On all deliveries of gasoline and/or motor fuel hereunder BUYER agrees to pay AMERICAN in accordance with the attached schedule of prices (plus all taxes as hereinafter provided) applicable for the particular product delivered, at the time of delivery, in the territory in which delivery is made, said schedule being a part hereof as fully as if written herein.

3. Delivery. Deliveries of said products shall be made in approximately equal monthly quantities with reasonable promptness, by tank Wagon into storage facilities to be provided by BUYER at llaltimore, Md. and Washington, D. C., but AMERICAN shall not be liable for any delay or failure to deliver due to fire, accidents, strikes, riots, interruptions or delay in transportation or any other condition beyond the control of AMERICAN.

4. Terms of Payment. Payment for all deliveries hereunder shall be for cash or upon such terms as AMERICAN's Credit Manager shall from time to time require.

1 To complaint. See p. 859, supra.

AMERICAN OIL CO. 869 ExbibitA 5. Taxes, etc. BUYER agrees to assume and pay to AMERICAN all taxes, duties and other charges with respect to the manufacture, I sale, delivery, or use of said products, which AMERICAN may be re- 1:j quired to pay or collect under any municipal, State or federal law now in effect or hereafter enacted. All such taxes, duties and other charges shall be paid by BUYER to AMERICAN at the time of payment for products supplied hereunder and shall be added to invoices therefor.

6. Duration of Contract. This contract shall continue in effect for a period of three years beginning August 1st, 1936, and thereafter from year to year upon the same terms and conditions, subject, however, to termination by either party at the expiration of the . original term he.reof or any subsequent yearly period upon thirty (30) days' prior written notice from either to the other. 7. Entirety of Contract. This contract supersedes and ·cancels all agreements between the parties in respect of the purchase by BUYER and sale by AMERICAN of products covered hereby for delivery at the point(s) of delivery herein stated and without prejudice to accrued rights of either party under said superseded agreements. No prior stipulation, agreement or understanding of the parties or their agents in respect to subject matter of this contract shall be valid or enforceable unless embodied in this contract or covered by these provisions.

8. AMERICAN shall have the right to terminate this contract at any time after August 1st, 1937, on sixty (60) days' written notice to BUYER of its intention so to do.

9. This contract is executed in triplicate by both parties and shall be binding upon Al\IERIOAN only when approved by its President or one of its Vice-Presidents or its General Sales Manager. As witness the following signatures:

THE AMERICAN OIL Company, l' Witness: By: (s) JAB. S. CARNEY, General Sales Manager. (s) C. H. THOMPSON. I GENERAL TAXICAB, INC. (Baltimore, Md.), Attest: (s) HEBBERT GLASSMAN, President. (s) EDWARD C. OsTROw, Secretary.

Sun CAB COMPANY, INC. (Baltimore, 1\Id.), Attest: (s) IIERBERT GLASSMAN, President. I (s) EDWARD C. OsTRow, Secretary. ! CITY CAB ConPO&ATION, INC. (Washington, D. C.), Attest: (s) HERBERT Glassman, President. I (s) EDWARD C. OsTRow, Secretary. I GENERAL TAXICAB, INc. (Washington, D. C.), Attest: (s)' HERBERT GLASSMAN, Pt·esident. (s) EDWARD C. OsTRow,·Secretary.

PBUDOM CAB COMPANY, INc. (\Vashington, D. C.), I FEDERAL TRADE COMMISSION'- DECISIONS870 Exhibit A 29F. T. C.

Attest: (s) EDWARD C. OsTROW, Vice-President, (s) HERBERT GLASSMAN, Secretary, HARLEM Taxicab Assn., !No. (Washington, D. C.), Attest: (s) R. L. GLOVER, President. (s) --- ---, Secretary.

(RIDER ATTACHED TO AND MADE A PART OF COMMERCE,IAL CONSUMER CONTRACT, FORM co-1, DATED ------------------------------------------------ BETWEEN THE· AMERICAN OIL COMPANY AND CITY CAB CORPORATION, INC., GENERAL TAXICAB, INO., PRUDOM CAB CO., INC., HARLEM TAXICAB ASSN., INC., GENERAL TAXICAB INC., ANI1 BUN CAB COMPANY, INC,) The prices payable by BUYER for gasoline and/or motor fuel under the annexed contract shall be as follows:

AMERIC.\N GAS at AMEHICAN's full posted retail tank wagon price per gallori to "UNDIVIDF.D DEALEU Accounts" at point of delivery on date of delivery, less a contract differential of One and five-eighths cents (1%¢) per gallon, subject. however, to a minimum of Five antl one-half cents (51;2¢) per gallon and a maximum of Eight cents (8¢) per gallon net to AMERICAN. AMoco-GAS at AMERICAN's full posted retail tank wagon price per gallon to· "UNDIVIDED DEALER ACCOUNTS" at point of delivery on d:lte of delivery, less a contract differential of One and five-eighths cents (1%¢) per gallon, subject. however, to a minimum of Eight and one-half cents ( 8%¢) per gallon and a maximum of Eltwen cents (11¢) per gallon net to AMERICAN. For the purposes of correct construction of the price clause of this agreement, a dealer who actually handles and sells the petroleum products of AMERICAN' only is classified as an "UNDIVIDED DEALER ACCOUNT." All other dealers are classified as "DIVIDED DEALER ACCOUNTS."

The foregoing price structure is intended to establish a price per gallon for gasoline and motor fuel purchased by BUYER from AMERICAN at five and fiveeighths cents (5%¢) per gallon below the full posted retail service station price (including all taxes and without any discounts or allowances therefrom) of the Lord Baltimore Filling Stations, if any, on date of delivery in the particular city (Baltimore or Washington as the case may be) for the particular products: supplied, subject, nevertheless, to the minimum net prices to AMERICAN, exclusive of all taxes, as above set forth.

AMERICA'S 1\IEDIClNE AND NU-MODE CO • 871 . i Syllabus