U S v. LEHIGH VALLEY R. CO.(1920)
[254 U.S. 255, 257] Messrs. Solicitors General Frierson and Davis and G. Carroll Todd, Asst. Atty. Gen., all of Washington, D. C., for appellant.
Messrs. N. W. Hacker, of New York City, F. W. Wheaton, of Wilkes- Barre, Pa., E. H. Boles, of New York City, John G. Johnson, of Oneonta, N. Y., Everett Warren, of Scranton, Pa., John Hampton Barnes, of Philadelphia, Pa., and Allen McCulloh and Elihu Root, Jr., both of New York City, for appellees.
Mr. Justice CLARKE delivered the opinion of the Court.
This is an appeal from a decree entered in a suit to dissolve the intercorporate relations existing at the time it was commenced in March, 1914, between the defendant corporations, other than Girard Trust Company, for the reason, it is averred, that they were so united that they constituted a combination in restraint of interstate trade and commerce in anthracite coal and an attempt to monopolize and an actual monopolization of a part of such commerce, in violation of the Anti-Trust Act of Congress of July 2, 1890 (26 Stat. 209 [Comp. St. 8820-8823, 8827-8830]); and also for the alleged reason that the Lehigh Valley Railroad Company was transporting over its lines of railway anthracite coal in which it had an interest, in violation of the commodities clause of the Act of June 29, 1906 (34 Stat. 585). [254 U.S. 255, 258] It will be necessary to consider only the relations and activities of the Lehigh Valley Railroad Company, hereinafter designated the Railroad Company, the Lehigh Valley Coal Company, designated the Coal Company, and the Lehigh Valley Coal Sales Company, designated the Sales Company.
A condensed history, chiefly admitted, of the organization, stock ownership and conduct of these three companies, and the application to the facts thus developed of fully established principles of law, will be decisive of the case.
The limited area of anthracite producing territory, its relation to the interstate transportation system and markets of our country and the various attempts to monopolize and control the great railway tonnage originating therein have all been so often described in reported cases, that they need not be repeated here in detail. 1
It will suffice for our present purpose to say that the anthracite producing territory is very restricted in area, it all being within seven counties of Eastern Pennsylvania with the known deposits underlying only 309,760 acres of land. For trade purposes it is divided into three fields; the northerly is called the Wyoming field, the next southerly the Lehigh or middle field, and the southerly the Schuylkill field. The lines of the Railroad Company extend into the Wyoming and Lehigh fields, but to only one colliery in the Schuylkill field. Much the greater part of its tonnage is derived from the Wyoming field, and four-fifths of it moves in interstate commerce.
The Railroad Company in 1913 owned 1,438 miles of main line and a total trackage of 3,354 miles, its capital [254 U.S. 255, 259] stock was $60,600,000, its funded debt was $85,800,000, its total assets had a book value of $182,700,000, but a much greater actual value, and it carried a larger tonnage of anthracite coal than any other railroad in the country-over 13,000,000 tons in 1913, this being 18.84 per cent. of the total 69,000,000 tons shipped over all railroads in that year.
In 1864 the Railroad Company by merger with a coal company acquired a small acreage of anthracite containing land and thereupon added the mining, shipping, and selling of coal to its duties as a carrier.
The annual reports of the Railroad Company show that, as early as 1868, it entered upon the policy of acquiring by purchase and lease the control of as much as possible of the anthracite coal containing lands tributary to its lines of railroad for the purpose of preventing, or, when it had become established of suppressing, competition in the carrying of coal over its interstate lines to interstate markets.
Thus the annual report of the company for 1868 shows that, it having been determined that it was of 'the utmost importance' to the future welfare of the company to secure 'control of tonnage from regions having other outlets to markets,' the company, by merger of two coal companies, obtained coal lands which secured to it the whole trade of the Hazelton coal field and 'the withdrawal from competition' of a business so large as to greatly strengthen the 'future prospects of the road.'
In 1869 the policy of securing a proportion of the coal trade from each region by the purchase of interests in companies owning lands on or near the several branches of the company was approved and 'continued.'
In 1871 it is reported:
In 1872, after detailing the purchase for $2,000,000 of 5,800 acres of land having upon it 10 collieries, the report of the company declares that:
After reciting that a contract had been entered into granting to the Delaware, Susquehanna & Schuylkill Railroad Company trackage rights to tidewater, the report of the Railroad Company for 1894 continues, saying that there is thereby assured to the company--
Although in 1875 it caused the Coal Company (hereinafter discussed) to be organized for the purpose of taking title to coal lands then owned or which might thereafter be purchased, and although the Anti-Trust Law was enacted in 1890, nevertheless, the Railroad Company continued its policy of purchasing for control and from time to time it acquired and took in its own name the title to extensive tracts of coal lands and to stocks in coal companies. Thus in 1885 it acquired the entire capital stock of the Wyoming Valley Coal Company, the owner of 1,657 acres of anthracite land, in 1900 it acquired the entire capital stock of the Westwood Coal Company, a considerable owner of anthracite land, in 1901 it acquired the entire capital stock of the Connell Coal Company, and in the same year the entire capital stock of the Seneca Coal Company, the owner of 1,308 acres of anthracite land.
In the years prior to 1905 the Railroad Company made a number of other purchases of coal land, but in that year it made its largest single and most significant purchase, when it acquired, for the sum of $17,440, 000 all of the capital stock of Coxe Bros. & Co., Incorporated. This company was the largest independent coal operator then [254 U.S. 255, 261] on the line of the Railroad Company, and its production for 1905 exceeded 1,100,000 tons. It not only owned extensive areas of coal land, on which were located 8 collieries, but it was also owner of all of the capital stock of the Delaware, Susquehanna & Schuylkill Railroad Company, which owned 50 miles of railway which served other large independent mines in addition to those of Coxe Bros. & Co., Incorporated. This railroad had connections with the Reading, Pennsylrania, and New Jersey Central lines, which were taken up or fell into disuse when the control of it passed to the defendant Lehigh Valley Railroad Company. The Railroad Company continued to own all the capital stock of Coxe Bros. & Co., Incorporated, to the time the testimony was taken in this suit, and it is admitted that that company then held in fee or under long lease 36,490 acres of land in the anthracite field, 7,169 acres of which were known to contain anthracite coal. This purchase was confessedly made to prevent the diversion of traffic to other lines, and, while the company was continued in form as a separate corporation, the officers and directors of the coal company were made its officers and directors, and in June following the year of the purchase its directors by resolution provided that the net earnings of the company should be paid to the Railroad Company without the formality of declaring a dividend, and this practice continued until 1911.
Thus, this important coal company and its railroad became a mere coal producing and transporting agency of the defendant Railroad Company.
In 1874 the state of Pennsylvania adopted a constitution containing the provision that--
The Railroad Company and the Coal Company had usually the same president, secretary, treasurer, and auditor, and the latter company admits, as it must, that the Railroad Company 'as the owner of stock controls and long since has been controlling the election of its directors.' The Railroad Company constantly advanced large sums of money to the Coal Company for the purchase of property and for operating capital. The total of these advances to the year 1892 exceeded $15,500,000, which amount, however, was reduced by operations of the Coal Company to $11,500,000. The Coal Company never paid any dividends, its earnings being frankly treated as those of the Railroad Company, and the financial and other relations between the two companies were so intimate and interlaced that in argument it is admitted that 'in the last analysis the assets of the Coal Company are the assets of the Railroad Company.'
There is much more in the record to like effect, but sufficient has been stated to make it clear beyond controversy, that the Coal Company was organized and conducted as a mere agency or instrumentality of the Railroad Company, for the purpose of avoiding the legal infirmity which it was thought might inhere in the owning of coal lands and in the conducting of coal mining, shipping and selling operations by the Railroad Company, and that the policy of purchasing and leasing coal lands tributary to its lines for the purpose of controlling interstate trade and commerce in anthracite coal and of preventing and suppressing competition therein, was deliberately entered upon by the Railroad Company, and in combination with its agency, the Coal Company, was consistently pursued, sued, with in creasing [254 U.S. 255, 264] energy and scope after the passage of the Anti-Trust Act, until the commencement of this suit, unless these purposes and results, in point of law, were modified and cured by the organization in 1912 of the Sales Company and by the functions which it performed-which remain to be considered.
On January 11, 1912, the board of directors of the Railroad Company requested the directors of the Coal Company 'to consider the propriety of organizing a Sales Company' and of entering into a contract with it when formed 'for a limited time' for the purchase and sale by it 'of the coal mined, purchased and owned by the Coal Company.' The board also requested that the privilege of subscribing for the stock of the new company be extended, 'not to the Railroad Company, but, pro rata, to the common and preferred stockholders of the Railroad Company.' As if anticipating compliance with its request on the part of the Coal Company, of which it owned all of the stock, the officers of the Railroad Company were authorized at the same meeting of the board to take such action and make such conveyances as might be deemed necessary or advantageous in perfecting the sales arrangement with the new company to be organized, and in aid of the enterprise a dividend of 10 per cent. on the stock of the Railroad Company was declared, payable on February 26, which amounted in the aggregate to $6,060,800.
On the same day the board of directors of the Coal Company resolved: That the new Sales Company should be organized, as requested by the Railroad Company, with a capital stock of $10,000,000, but that only $6, 060,800 of it should be issued; that when the new company was formed the Coal Company should, 'if possible,' contract with it for a 'limited time' for the sale to it 'of all coal which shall be mined, purchased, owned, or acquired' by the Coal Company during the term of the proposed contract, so that the title to such coal should vest in the Sales [254 U.S. 255, 265] Company 'before the transportation thereof shall be commenced.'
The privilege of subscription to the capital stock of the new company was restricted to the stockholders of the Railroad Company.
The Sales Company was promptly organized and the minutes of the company show that slightly less than 97 per cent. of the stock was subscribed for by stockholders of the Railroad Company.
The Sales Company had seven directors. One of these, J. W. Skeele, who was also elected president, had been general sales agent of the Coal Company; another, W. R. Evans, had been assistant to the general sales agent of the Coal Company; another, L. D. Smith, was a director of the Railroad Company; and a fourth, Paul Moore, was a son of a large stockholder in the Railroad Company. The vice president of the company, G. N. Wilson, had been general auditor of the Railroad Company, and the treasurer, W. J. Burton, had been employed as assistant secretary of the Coal Company.
It is too plain for discussion that, with a company thus organized and officered, the making of a contract by the Coal Company for the sale of all of its coal to the Sales Company was, in substance and effect, making a contract with itself, the terms of which it could determine in its discretion.
Immediately after the organization of the Sales Company the anticipated contract between that company and the Coal Company for the purchase of all the coal which the latter might mine or purchase was entered into and bears date March 1, 1912. This contract was to continue for 10 years unless terminated in the manner which it provides for and its terms are so nearly identical with the earlier Lackawanna contract, which is considered in United States v. Delaware, Lackawanna & Western R. R. Co., 238 U.S. 516 , 35 Sup. Ct. 873, that the judge who tried this case below, with [254 U.S. 255, 266] entire propriety, says that the differences between the two are 'wholly unsubstantial.' 225 Fed. 401. This court held that the contract in the Lackawanna Case was void, because violative of the provisions of the Anti- Trust Act and the commodities clause of the Act to Regulate Commerce.
The discussion of the Lackawanna con tract is so full and satisfactory in 238 U.S. 516 , 35 Sup. Ct. 873, that it would not serve any useful purpose to comment in detail upon the contract which we have here. It will suffice to say that the provisions of the Lackawanna contract, which were clearly determinative of the former decision by this court, are plainly the same in substance, and almost exactly the same in form, as those in the contract we are considering, viz .: The agreement of the Coal Company (1) to sell and of the Sales Company to buy all of the coal mined by the Coal Company from lands owned or leased by it, together with all coal which it might purchase; (2) that the prices to be paid for the more important grades of coal shall be 65 per cent. of the New York prices-the two contracts are in precisely the same words in this respect; (3) that, with negligible exceptions, the Sales Company is to sell no other coal, for itself or for any other, than that 'purchased' from the Coal Company; (4) that the Coal Company shall lease all of its facilities, structures and trestles to the Sales Company; (5) that either party shall have the right to abrogate and cancel the contract upon giving to the other 6 months' notice of its desire so to do; (6) that the Sales Company shall not buy coal except from the Coal Company-a provision which excludes the Sales Company, potentially a strong competitor, from the market. The Coal Company purchased 2,960,000 tons of coal in 1911 in addition to that which it mined.
These are the contract provisions which led this court, in the former case, to hold that a corporation organized and circumstanced as is the Sales Company which we have [254 U.S. 255, 267] here-subject to be stripped at the will of another of all of its business and of all its facilities for carrying on the business for which it was incorporated-was neither an 'independent buyer nor a free agent.'
Being entirely satisfied with the reasoning upon which the Lackawanna Case proceeds to its conclusion, we hold now, as it was there in principle held, that the purchase in form by the Sales Company did not so dissociate the Railroad Company from the transportation of coal in which it was interested as to meet the requirements of the law; that the contract, nominally of purchase, was so calculated to restrain interstate trade as to be obnoxious to the Anti-Trust Act of Congress; and that for this reason it is unlawful and void.
It will be of service, in determining the purposes of the defendant Railroad Company, with its corporate subsidiaries in the activities thus discussed, to recall the history of the defendant Railroad Company, as it appears in the decisions of this and of other courts.
In 1892 the defendant Railroad Company and the Central Railroad Company of New Jersey leased their lines of railway for the term of 999 years to the Reading Railroad Company, a parallel competing carrier, extensively engaged in mining, marketing and selling anthracite coal. This combination, had it become operative, would have gone far toward monopolizing the interstate transportation and trade in anthracite coal of our entire country, but all operations under the lease of the Central Railroad Company of New Jersey were enjoined by the New Jersey courts, for the reason that it was deemed to be in restraint of trade, against public policy and calculated to partially destroy competition in the production and sale of anthracite coal, a staple commodity of the state. Stockton, Atty. Gen., v. Central R. R. Co., 50 N. J. Eq. 52, 24 Atl. 964, 17 L. R. A. 97. Thereupon the lease of defendant's property was abandoned and surrendered. [254 U.S. 255, 268] Six years later, in 1898, the defendant Railroad Company combined with the Reading and four other railway companies to contribute a large sum of money, which was successfully used to prevent the construction of a projected, competing line of railroad from the anthracite fields to tidewater. Of this enterprise this court said:
Four years later, in 1902, the defendant Railroad Company united with the Reading and four other anthracite carriers in a combination to control the entire tonnage of coal produced by independent operators along the lines of their respective railways. The devise this time resorted to was contract to purchase all the coal produced by independent mines, then opened or which might thereafter be opened by the vendors, and to pay therefor 65 per cent. of the market price prevailing at tidewater points at New York, to be computed from month to month by an arbitrator to be selected by agreement. These contracts were elaborately considered and unsparingly condemned by this court in the case which is cited, and the conclusion reached was that the defendants in that case had unlawfully combined, by and through the instrumentality of the 65 per cent. contract, for the purpose of controlling the sale at tidewater of the independent output of anthracite coal. The contracts were declared to be unlawful and were ordered canceled. 226 U.S. 370, 371 , 373 S., 33 Sup. Ct. 90.
In 1911, in Meeker & Co. v. Lehigh Valley R. R. Co., 21 Interst. Co. Com'n R. 129, 154, 163, the Interstate Commerce Commission held that the only line of demarkation between the Lehigh Valley Railroad Company and the Lehigh Valley Coal Company was one of bookkeeping; that the Railroad [254 U.S. 255, 269] Company 'had monopolized the coal field served by it,' and that it had been guilty of unjust discrimination and of charging unreasonable rates for which reparation was awarded. 23 Interest. Com. Com'n R. 480. This decision was sustained by this court in Meeker & Co. v. Lehigh Valley R. R. Co., 236 U.S. 412 , 35 Sup. Ct. 328, Ann. Cas. 1916B, 691.
And yet again, in 1915, the Interstate Commerce Commission, after an investigation extending over three years, in which the defendant Railroad Company and all other initial carriers of anthracite were parties, held that the rates charged by the defendant and other carriers to tidewater and to certain interior points were unreasonable; that by trackage and other arrangements they had extended advantages to their subsidiary coal companies, to the prejudice of other shippers; and that concessions as obnoxious as 'direct cash rebates' had been made to such coal companies. In the Matter of Rates, Practice, Rules, and Regulations Governing the Transportation of Anthracite Coal, 35 Interst. Com. Com'n R. 220.
This history of almost 25 years casts an illuminating light upon the intent and purpose with which the combination here assailed was formed and continued. Standard Oil Co. v. United States, 221 U.S. 1, 76 , 31 S. Ct. 502, 34 L. R. A. (N. S.) 834, Ann. Cas. 1912D, 734.
Without further comment, this discussion of the record requires us to conclude that it is clearly established that, prior to the enactment of the Anti-Trust Act, the Railroad Company, in combination with its coal company subsidiary, deliberately entered upon a policy of making extensive purchases of anthracite land tributary to the Railroad Company's lines, for the purpose of controlling the mining, transportation and sale of coal to be obtained therefrom and of preventing and suppressing competition, especially in the transportation and sale of such coal in interstate commerce, and that this policy was continued after the passage of the Anti- Trust Act with increasing energy and tenacity of purpose, with the result that a [254 U.S. 255, 270] practical monopoly was attained of the transportation and sale of anthracite coal derived from such lands.
The area of the anthracite territory is so restricted that to thus obtain control of the supply of such coal on a great system of railway ( the amount transported exceeded one-fifth of the entire production of the country for the year before this suit was commenced) by a combination of corporations, such as we have here, and by such methods as we have seen were employed, effected a restraint of trade or commerce among the several states, and constituted an attempt to monopolize and an actual monopolization of a part of such trade or commerce in anthracite coal, clearly within the meaning of the first and second sections of the Anti- Trust Act as they have frequently been interpreted by this court. Standard Oil Co. v. United States, 221 U.S. 1, 61 , 31 S. Sup. Ct. 502, 34 L. R. A. (N. S.) 834, Ann. Cas. 1912D, 734; New York, New Haven & Hartford R. R. Co. v. Interstate Commerce Commission, 200 U.S. 361, 392 , 393 S., 26 Sup. Ct. 272; United States v. Union Pacific R. R. Co., 226 U.S. 61 , 33 Sup. Ct. 53; International Harvester Co. v. State of Missouri, 234 U.S. 199, 209 , 34 S. Sup. Ct. 859, 52 L. R. A. (N. S.) 525; United States v. Delaware, Lackawanna & Western R. R. Co., 238 U.S. 516, 533 , 35 S. Sup. Ct. 873; United States v. Reading Co., 253 U.S. 26 , 40 Sup. Ct. 425.
Since we have also found that the contract between the Coal Company and the Sales Company was a mere device to evade the commodities clause of the Interstate Commerce Act and therefore void, it results that the decree of the District Court must be reversed and the case remanded, with instructions to enter a decree, in conformity with this opinion, dissolving the combination effected through the intercorporate relations subsisting between the Lehigh Valley Railroad Company, the Lehigh Valley Coal Company, Coxe Bros. & Co., Incorporated, the Delaware, Susquehanna & Schuylkill Railroad Company, and the Lehigh Valley Sales Company, with such provisions for the disposition of all shares of stock, bonds, or other evidences of indebtedness, and of all property [254 U.S. 255, 271] of any character, of any one of said companies owned or in any manner controlled by any other of them as may benecessary to establish their entire independence of and from each other. The contract of March 1, 1912, between the Coal Company and the Sales Company must be decreed to be void and all contract relations between the two companies enjoined which would serve in any manner to render the Sales Company not entirely free to extend its business of buying and selling coal where and from and to whom it chooses with entire freedom and independence, so that it may in effect, as well as in form, become an independent dealer in coal, and free to act in competition, if it desires, with the defendant Coal Company or Railroad Company.
As to the New York & Middle Coal Field Railroad & Coal Company, the G. B. Markle Company, the Girard Trust Company, and the individual defendants, the bill must be dismissed.
Reversed and remanded, with instructions to enter a decree in conformity with this opinion.
The CHIEF JUSTICE and Mr. Justice HOLMES, while, if they exercised an independent judgment, would be for affirmance, nevertheless concur in the conclusion now announced by the court, because they consider that they are so constrained to do in virtue of the controlling effect of the previous decisions in the Lackawanna and
Reading Cases cited in the opinion of the court.
Mr. Justice McREYNOLDS and Mr. Justice BRANDEIS did not take part in the consideration and decision of this case.
[ Footnote 1 ] United States v. Reading Co. et al. (C. C.) 183 Fed. 427; United States v. Reading Co. et al. (D. C.) 226 Fed. 229; United States v. Delaware & Hudson Co., 213 U.S. 366 , 29 Sup. Ct. 527; United States v. Lehigh Valley Railroad Co., 220 U.S. 257 , 31 Sup. Ct. 387; United States v. Delaware, Lackawanna & Western R. R. Co., 238 U.S. 516 , 35 Sup. Ct. 873; United States v. Reading Co., 226 U.S. 324 , 33 Sup. Ct. 90; United States v. Reading Co., 253 U.S. 26 , 40 Sup. Ct. 425.