T. A. Ward

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IN THE MATTER OF T. A. WARD, CARR ·ward, AND WILMA 'VlARD, TRADING AS MINETREE BROKERAGE COMPANY .:Ol\IPLAINT, FINDINGS, AND ORDER IN REGARD TO THE ALLEGED VIOLATION OF SUBSEC. (c) OF SEC. 2 OF AN ACT OF CONGRESS APPROVED OCT. Ui, 11114, AS AMENDED BY AN ACT OF CONGRESS APPROVED JUNE 19, 1936 Docl.;et 4285. Complaint, Aug. 29, 191,0-Decision, Deo. 19, 1940 Where three individuals who were engaged, in Popiar Bluff, in conducting brokerage business, and of whom two were president and secretary-treasurer of Ward Stores, Inc., and Poplar Bluff Wholesale Grocery Co., and owned and controlled 08 percent and 88 percent, respectively, of outstanding capital stock of said corporations, doing business in southeastern Missouri, and of whom third was employed by other two to render services of an executive nature to their enterprises, and particularly those above named- Received and accepted brokerage fees and commissions, which consisted of certain percentage, and usually from 2lh to 5 percent, of sales prices of purchases placed by said Wholesale Grocery Co. with sellers, mostly located in other States, and through said brokerage firm, and constituting substantial portion of goods, wares, and merchandise, and particularly foodstuffs, required In ordinary conduct of Its business by said Wholesale Grocery Co., and which were transmitted and paid by sellers to said brokers or brokerage firm on transactions In question, In all t1f which transactions three individuals Involved acted In fact for and on behalf of such Wholesale Grocery Co. :

Held, That in accepting and receiving brokerage fees or commissions consisting of certain percentage, and usually from 2lh to 5 percent, of sales prices upon purchases of commodities of such Wholesale Grocery Co. in interstate commerce, as above set forth, said individuals, individually and trading as brokerage company, violated provisions of section 2 (c) of the Clayton Act, as amended by the Robinson-Patman Act. Jfr. P. 0. Kolinski for the Commission.

Mr. LGJW1'ence E. Tedrick, of Poplar Bluff, Mo., for respondents. Complaint The Federal Trade Commission, having reason to believe that the parties respondent named in the caption hereof and hereinafter more particularly designated and described, since June 19, 1936, have violated and are now violating, the provisions of subsection (c) of section 2 of the Clayton Act (U. S. C. title 15, sec. 13) as amended by the Robinson-Patman Act, approved June 19, 1936, hereby issues its complaint stating its charges with respect thereto as follows: PARAGRAPH 1. Respondents, T. A. ·ward and 'Vilma 'Vard, are individuals residing in the city of Poplar Bluff, Mo. Said respondents, T. A. Ward and 'Vilma Ward, own and control 88 percent Complaint 32F. T. C.

of the outstanding capital stock of the Poplar Bluff Wholesale Grocery Co. and 98 percent of the outstanding capital stock of Ward Stores, Inc., which operates a chain o:f 44 retail stores located in southeastern Missouri. Said T. A. 'Vard and Wilma 'Vard are, respectively, president and secretary-treasurer of these companies. PAR. 2. Respondent Carr ·ward is an individual residing in the city of Poplar Bluff, l\Io. This respondent is engaged with respondents T. A. Ward and 'Vilma 'Vard in the brokerage business under the trade name l\Iinetree Brokerage Co. with an office and principal place of business located in Poplar Bluff, Mo. Respondent Carr 'Vard is the son of respondent T. A. ·ward and the husband of respondent ·wilma ·ward, and is now employed by said respondents T. A. 'Vard and 'Vilma ·ward to render services of an executive nature to various enterprises owned and controlled by said respondents T. A. 'Vard and Wilma ·ward, particularly the Poplar Bluff 'Vholesale Grocery Co. and 'Vard Stores, Inc. PAR. 3. Poplar Bluff 'Vholesale Grocery Co. places orders for a substantial portion of the goods, wares, and merchandise, particularly foodstuffs by it required in the ordinary conduct of its business with sellers who are, in most cases, located in States of the United States other than the State in which said Poplar Bluff ·wholesale Grocery Co. is located, through the brokerage firm of T. A. ·ward, 1Vilma 'Vard, and Carr 'Vard trading as Minetree Brokerage Co. As a result o:f the transmission and execution of said orders, as aforesaid, goods, wares, and merchandise, particularly foodstuffs, are, in th0 case of each such order and in a continuous succession of such orders, sold, transported, and delivered by one or more of such sellers across State lines to Poplar Bluff Wholesale Grocery Co. PAR. 4. In the course and conduct of the buying and selling transactions hereinabove referred to, resulting in the delivery of goods, wares, merchandise, particularly foodstuffs, in interstate commerce from one or more sellers to said Poplar Bluff "\Vholesale Grocery Co., sellers have transmitted and paid, and do transmit and pay, to the brokerage firm of T. A. 'Vard, 'Vilma Ward, and Carr 'Vard, trading as Minetree Brokerage Co., brokerage fees or commissions, the same being a certain percentage (usually from 2Y2 percent to 5 percent) of the sales price of such purchases. Since June 19, 1936, sellers have paid brokerage fees and commissions to, and the same have been received by the brokerage firm of T. A. "\V ard, Wilma 'Vard, and Carr "\V ard, trading as l\Iinetree Brokerage Co., upon the purchases of Poplar Bluff "\Vholesale Grocery Co. in the manner hereinabove described in substantial amounts. MINETREE BROKERAGE CO. 217 215 Findings PAR. 5. In all of the transactions of purchase and sale hereinabove referred to, the respondents T. A. Ward, "\Vilma "\Vard, and Carr Ward have acted in fact for and on behalf of the Poplar Bluff "\Vholesale Grocery Co.

PAR. 6. The transmission and payment of brokerage fees and commissions by sellers to said respondents T. A. 'Vard, ·wilma "\Vard, and Carr 1Vard as members of the brokerage firm trading as Minetree Brokerage Co., and the receipt and acceptance of such brokerage fees and commissions by said respondents T. A. Ward, 1Vilma ·ward, and Carr ·ward upon the purchases of the Poplar Bluff Wholesale Grocery Co., in the manner and form hereinabove set forth is in violation of the provisions of subsection (c) of section 2 of the act described in the preamble hereof.

REPORT, FINDINGS AS TO THE FACTS, AND ORDER Pursuant to the provisions of an act of Congress entitled "An act to supplement existing Jaws against unlawful restraints and monopolies and for other purposes," approved October 15, 1914, the Clayton Act, as amended by an act of Congress approved June 19, 1936, the Robinson-Patman Act (U.S. C. title 15, sec. 13), the Federal Trade Commission, on the 29th day of August 1940, issued and served its complaint in this proceeding upon respondents T. A. Ward, Carr "\Vard, and Wilma Ward, charging the respondents with violation of the provisions of subsection (c) of section 2 of the said act. After the issuance of said complaint and the filing of respondents' answer, the Commission, by order, entered herein, granted respondents' motion for permission to withdraw said answer and to substitute therefor an answer admitting all the material allegations of fact set forth in said complaint and waiving all intervening procedure and further hearings as to said facts, which substitute answer was duly filed in the office of the Commission. Thereafter, this proceeding regularly came on for final hearing before the Commission on the said complaint and substitute answer, and the Commission having duly considered the matter and being now fully advised in the premises, and being of the opinion that section 2 (c) of the Clayton Act, as amended by the Robinson-Patman Act, had been violated by the respondents, now makes this its findings as to the facts and its conclusion drawn therefrom. FINDINGS AS TO THE FACTS PARAGRAPH 1. The respondents T. A. 1Vard and "\Vilma 1Vard are individuals residing in the city of Poplar Bluff, 1\fo., and they own and control 88 percent of the outstanding capital stock of the Poplar 218 FEDERAL TRADE Commlssion DECISIONS Findings 32F. T.C.

Bluff Wholesale Grocery Co., and 98 percent of the outstanding capit"al stock of "'Ward Stores, Inc., corporations doing business in southeastern Missouri. T. A. Ward and Wilma Ward are respectively president and secretary-treasurer of these companies. PAR. 2. The respondent Carr Ward is an individual residing in the city of Poplar Bluff, Mo., and is employed by respondents T. A. 1Vard and Wilma 1Vard to render services of an executive nature to enterprises owned and controlled by them, particularly the Poplar Bluff Wholesale Grocery Co. and ·ward Stores, Inc. PAR. 3. The Minetree Brokerage Co. is a firm engaged in the brokerage business with an office and principal place of business in Poplar Bluff, Mo., and is owned by respondents T. A. Ward, Carr ·ward, and Wilma 1Vard.

PAR. 4. Poplar Bluff Wholesale Grocery Co. places orders for a substantial portion of the goods, wares, and merchandise, particularly foodstuffs, required in the ordinary conduct of its business, with sellers, who are, in most cases, located in States of the United States other than the State in which said Poplar Bluff Grocery Co. is located, through the brokerage firm of T. A. 1Vard, Carr Ward, and Wilma '\V ard, trading as Minetree Brokerage Co. As a result of the transmission and execution of said orders as aforesaid, goods, wares, and merchandise, particularly foodstuffs, are, in the case of each order and in a continuous succession of such orders, sold, transported, and delivered by one or more of such sellers across State lines to the Poplar Bluff Wholesale Grocery Co. PAR. 5. In the course and conduct of the buying and selling transactions hereinabove referred to, resulting in the delivery of goods, wares, and merchandise, particularly foodstuffs, in interstate commerce from one or more sellers to said Poplar Bluff Wholesale Grocery Co., sellers have transmitted and paid, and do· transmit and pay, to the brokerage firm of T. A. 1Vard, Carr '\Vard, and Wilma Ward, trading as Minetree Brokerage Co., brokerage fees or commissions, the same being a certain percentage (usually from 21/z percent to 5 percent) of the sales prices of such purchases. Since June 19, 1936, sellers have paid brokerage fees and commissions to, and the same have been received by the brokerage firm of T. A. 1Vard, Carr Ward, and Wilma 1Vard, trading as Minetree Brokerage Co., upon the purchases of the Poplar Bluff '\Vholesale Grocery Co. in the manner hereinabove described in substantial amounts.

PAR. 6. In all of the transactions of purchase and sale hereinabove referred to, the respondents T. A. Ward, Carr Ward, and Wilma MINETREE BROKERAGE CO. 219 215 Order Ward are the agents, and have acted in fact for and on behalf of the Poplar Bluff Wholesale Grocery Co.

CONCLUSION In accepting and receiving brokerage· fees or commissions, the same being a certain percentage (usually from 2¥2 percent to 5 percent) of the sales prices upon the purchases of commodities of the Poplar Bluff Wholesale Grocery Co., in interstate commerce as set forth in the foregoing findings as to the facts, the respondents T. A. Ward, Carr Ward, and "\Vilma 1Vard, individually and while trading under the firm name and style of :Minetree Brokerage Co., violated the provisions of section 2 (c) of the Clayton Act as amended by the Robinson- PatmanAct.

ORDER TO CEASE AND DESIST This proceeding having been heard by the Federal Trade Commission upon the complaint of the Commission and substitute answer of respondents, in which answer respondents admit all the material allegations of fact set forth in said complaint and state that they waive all intervening procedure and further hearings as to said facts, and the Commission being of the opinion that said respondents have violated the provisions of section 2 (o) of the Clayton Act as amended by the Robinson-Patman Act, approved June 19, 1936 (U. S. C. title 15, sec. 13), and having made its report, stating its findings as to the facts and its conclusion.

It i8 ordered, That the respondents, T. A. Ward, Carr Ward, and Wilma 'Ward, individually and trading under the firm name and style of Minetree Brokerage Co., or any other name, their agents, representatives, and employees, directly or through any corporate or other device, do forthwith cease and desist from:

1. Accepting or receiving from sellers, directly or indirectly, in connection with the purchase of commodities in interstate commerce by the Poplar Bluff Wholesale Grocery Go. under the facts and circumstances as set forth in paragraph 6 of the findings of fact, any brokerage fees or commissions, or any allowance or discount in lieu of brokerage, in whatever manner or form said brokerage fees, allowances, and discounts may be offered, allowed, granted, paid, or transmitted; and 2. Accepting or receiving from sellers, directly or indirectly, in connection with the purchase of commodities in interstate commerce by any person, partnership, firm, or corporation, in connection with which purchases said individuals, acting as intermediaries or agents, are subject to the direct or indirect control, or act in fact for or in behalf, Order 32F.T.C.

of any of said purchasers, any brokerage fees or commissions, or any allowance or discount in lieu of brokerage, in whatever manner or form said brokerage fees, allowances, and discounts may be offered, allowed, granted, paid, or transmitted.

It i8 further ordered, That the said respondents T. A. Ward, Carr 'Vard and Wilma Ward shall within 60 days after service upon them of this order file with the Commission a report in writing setting forth in detail the manner and form in which they have complied with the order to cease and desist hereinabove set forth by the Commission. WALTON TRAINING BUREAU 221 SyllaJms