Mercantile company

“ The formation of corporations for business or manufacturing purposes has never been regarded as in the nature of a contract in restraint of trade or commerce. The same may be said of the contract of partnership. ”

“ From being a body concerned in trade on their own account, and employing their servants as factors, the servants have at one stroke taken the whole trade into their own hands, on their own capital of 800,000l., at their own risk, and the Company are become agents and factors to them, to sell by commission their goods for their profit. ”

“ It certainly cannot, I submit, with reason, be said that there is not the same unity between the operations of a manufacturer who makes his goods in one state, and sells them in another, as there is between the operations of an express company. The sale of the manufactured goods is as essentially necessary to the profits of the manufacturer as is the manufacture of the goods themselves. ”

“ Kintner, The Federal Trade Commission in 1960 Apologia Pro Vita Nostra, 1961 Antitrust Law Symposium 21, 41.↑ For example, in some situations the merger of relatively small competitors may result in creation of an enterprise capable of meaningful competition with a company otherwise in unchallenged domination of an industry. ”

“ Given a trend towards fewer and fewer sellers which promises to continue, it is clear to me that where the eight leading firms have over 40% of the market, any merger between the leaders or between one of them and a lesser company is vulnerable under § 7, absent some special proof to the contrary. ”

“ Ownership of a majority of its stock constitutes the control of a corporation, when the inquiry is whether a combination or monopoly has been formed to stifle competition between two or more rival and competing railroads. ”

“ So long as the manufacturer does enjoy some such leverage, his marketing of complementary goods through an established system of distributorships will tend to effect some exclusion of competition, whether those goods be distributed by another through a sales-commission plan, or purchased and resold by the manufacturer, or indeed manufactured and sold by him. ”

“ Each merchant could ship on his own a certain number of cloths each year, the number depending on the length of his membership in the company. He could sell them himself or by his factor at the place where the company had privileges of market. Strict rules governed the conduct of each member. He was to make sales only at certain hours on specified days. All disagreements were to be settled by the company's governor, or his deputy in residence, and those officials dealt with such disputes as arose between members of the company and continental officials and buyers. ”

“ These considerations, while they affect more or less the value in the market of the shares of a corporation, do not constitute the value of the property which a party impliedly promises to pay for upon the agreement being determined void under which the property was received. The faith which a purchaser of stock in such a company has in the ability with which the company will be managed, and in the capacity of the company to make future earnings, may be well or ill founded. ”

“ Subject to these rules, each merchant traded as he pleased, and there was no pooling of profits. The regulated company, the first form of the commercial company, was encouraged by the king. He could charter such a company, grant it a monopoly over a certain district, and trust it to develop the trade as no individual could, and there was no evasion of taxes as by independent merchants. ”

“ It is no more 'an account,' and no more connected with 'the trade of merchandise,' than a bill of exchange or a contract for the rent of a house, or the hire of a carriage, or any other single transaction which might take place between individuals who happened to be merchants. An entry of it on the books of either could not change its nature, and convert it from an insulated transaction between individuals, into an account concerning the trade of merchandise, between merchant and merchant. ”

“ Of course, shoddy and impure goods are sold over the counter and the customer often pays more than an article is really worth, but every mercantile house has its popular reputation to sustain as well as its rated financial standing, and the business concern that does not deal honorably soon loses profitable trade. ”

“ If a travelling merchant brought his wares to the town the citizen might claim the right of buying whether the owner wished to sell or no, and might insist on a share in the profits of any mercantile venture. ”

“ Dearborn, a prominent citizen of Chicago, declared that not more than three per cent. of the individuals who embark in trade end life with success. The success meant, doubtless, is unbroken solvency during the business experience of the merchant, and the final accumulation of a competence. The mercantile ranks in the United States afford many instances of individual merchants and firms who have settled or compromised with their creditors several times, and finally succeeded—succeeded at the expense of their creditors. ”

“ There is no doubt that a great part of our mercantile law has been derived from modern mercantile custom, and we may assume with some confidence that such custom still retains the law-creating efficacy which it formerly possessed. ”

“ It can acquire a monopoly against individual merchants in any branch of mercantile business in which it may engage; and, after having prostrated all competition, it can then regulate the price of any article of commerce according to its pleasure. ”

“ Economic arrangements between companies standing in a supplier-customer relationship are characterized as 'vertical.' The primary vice of a vertical merger or other arrangement tying a customer to a supplier is that, by foreclosing the competitors of either party from a segment of the market otherwise open to them, the arrangement may act as a 'clog on competition,' Standard Oil Co. ”

“ These societies had their origin in the associations formed in the middle of the 19th century for the purpose of disseminating information regarding bankruptcies, assignments and bills of sale. The mercantile agency in the United States is a much more comprehensive organization. It came into existence after the financial crisis of 1837. Trade in the United States had become scattered over a wide territory. Communication was slow, and the town merchant was without adequate information as to the standing of many business men seeking credit. ”

“ The selling agent also guarantees the credits of the firms to which he sells, so that no losses for bad debts can fall upon 32 the manufacturer, but, at the same time, he will decline orders from any concerns except those with whose credit he is entirely satisfied.
Not infrequently when the manufacturer conducts his own selling operations, he will use the facilities afforded by the commission house for the financial part of the business only, taking advances on his goods, having his sales cashed, and his credits guaranteed, etc. ”

“ They have the power of defining how and when and in what shape and under what supervision it shall start into existence and begin to act as a trading corporation.” Such a control over the destinies of the company involves correlative obligations towards it, and one of these obligations is that the promoter must not take advantage of the company’s helplessness. ”

“ The Exchange is not a corporation or stock company, but a voluntary association consisting of 1,100 members, governed by its own constitution, by-laws and rules, and holding the beneficial ownership of the entire capital stock of a New York corporation which owns the building in which the business of the Exchange is transacted, with the land upon which it stands, situated in the city of New York and having a value in excess of $5,000,000. ”

“ This argument, however, misconceives not only the power of Congress over interstate commerce but also the basic nature of public utility holding companies and the effect that stock ownership has upon their activities. The dominant characteristic of a holding company is the ownership of securities by which it is possible to control or substantially to influence the policies and management of one or more operating companies in a particular field of enterprise. ”

“ Once the merchant has opened his store or shop and purchased his goods he seeks to establish trade relations with as many individual customers as he can attract. Mercantile business is carried on in two kinds of stores, those which supply one kind of goods in wholesale or retail quantities, like groceries or dry goods, and those which maintain numerous departments for different kinds of manufactured goods. ”

“ They can never show, even at the time the Company had their shop and magazines there well supplied, that the goods were sold at more than fifty per cent. profit, in conformity with the Exemptions. The forestalling of the goods by one and another, and their trying to get this profit, cannot be prevented by the Director, the more so as the trade was thrown open to both those of small and those of large means. ”

“ And besides, that habit of minute and troublesome accuracy leads to a mercantile manner of doing business, which ought to be beneath a landed proprietor whose family has stood two or three generations. I question if there’s a dealer’s clerk in Fairport that can sum an account of interest better than Monkbarns. ”

“ A great many seem to think that trading or merchandizing is more genteel, and that it is more gentlemanly not to learn some profitable trade or business. A considerable number who have been engaged in mercantile pursuits, owing to this change in our system of business, will no doubt be thrown out of employment; they will have to seek other avocations. Some persons who possess capital will have to seek other avenues in which to invest that capital. In a new country like this there is a variety of ways open to them for its safe and profitable investment. ”

“ In England, or in any other great mercantile country, the bulk of the things bought and sold goes through the hands of a wholesale dealer, and it is he who higgles and bargains with an entire nation of purchasers by entering into treaty with retail sellers. ”

“ While the contract warehouses are not owners of goods received or shipped, the dealings of the railroads are with them and not with the owners of the goods; and as to many of the inbound carload shipments, the contract warehouses are the only parties to whom delivery of the goods could be made as carload shipments, the real owners being concerns which ship carload merchandise to appellants for distribution by them in less than carload lots. ”

“ The argument supposes the corporation to have been originated for the management of an individual concern, to be founded upon contract between individuals, having private trade and private profit for its great end and principal object. ”

“ These purchases on these terms were authorized by the stockholders and directors of the purchasing company, and by the respective stockholders and directors of the selling companies, and the deeds were delivered and duly recorded. ”

“ The company were to be enabled to purchase lands, &c., and to exercise all the usual powers of bodies corporate; but were not to trade in the buying or selling of any goods or merchandise, except that they might deal in bills of exchange, and in buying and selling of bullion, gold, or silver, and in selling of any goods or merchandise which should be pledged to them for money lent thereon, and might also sell the produce of their own lands. ”

“ The test, they say, is whether the enterprise to be acquired is engaged in commerce-not whether a corporation formed as the instrumentality for the acquisition is itself engaged in commerce at the moment of its formation. We believe that this logic fails in the light of the wording of the section and its legislative background. The test of the section is the effect of the acquisition. Certainly the formation of a joint venture and purchase by the organizers of its stock would substantially lessen competition-indeed foreclose it-as between them, both being engaged in commerce. ”

“ The economic entity of a railway company may be constituted a special economic corporation for the purpose of mortgage. [2]
(b) In default of payment of the mortgage liability, the whole, i.e. the corporation, may be subjected to auction. This provides the means for transferring, together with the material properties, the original permission of the Government, namely, the licence, to the purchaser, viz. a new company.
(c) A company, which in reality may be taken as a syndicate, may be formed for advancing money by means of debentures. ”

“ Even in transactions where the Company is really nothing more than a business agency, it will temporarily appear as a purchaser, and will be set down as the momentary possessor in the register of landed property. ”

“ They have all the force of those tabular accounts of sales which mercantile men are in the habit of transmitting to their correspondents—containing not the exact dealings of any one merchant, which would be in a great measure useless, but communicating the actual state of the existing market. ”

“ So that to grant to a company of merchants to be a corporation, or body politic, is to grant them a double monopoly, whereof one is to be sole buyers; another to be sole sellers. For when there is a company incorporate for any particular foreign country, they only export the commodities vendible in that country; which is sole buying at home, and sole selling abroad. ”

“ Retail dealers, selling the merchandise of others at prices prevailing at particular localities and times shall hand over to the wholesale dealers as much of the sale proceeds and profit as is realised by them. ”