NUMBER 37 (See page 2004) |
Standard Oil Company, by | |
O. H. Payne, Vice-President. | |
[S. O. C., Cleveland] Attest: | W. P. Thompson, Secretary. |
Standard Oil Company of New York, by | |
William Rockefeller, President. | |
[S. O. C., New York] Attest: | George H. Vilas, Secretary. |
Standard Oil Company of New Jersey, by | |
J. A. McGee, President. | |
[S. O. C., New Jersey] Attest: | Geo. H. Vilas, Secretary. |
NUMBER 39B (See page 2024)
AGREEMENT BETWEEN STANDARD AND TIDEWATER PIPE LINES
[From manuscript presented to the Industrial Commission by Lewis Emery, Jr.]
This agreement, entered into the ninth day of October, A.D. 1883, by and between the National Transit Company and the United Pipe Lines, each being a corporation of the state of Pennsylvania, parties of the first part, and the Tidewater Pipe Company, Limited, a limited partnership association formed under the laws of the state of Pennsylvania, party of the second part.
Witnesseth: That in consideration of the mutual covenants and agreements hereby made and entered into, the said parties do hereby covenant and agree to and with each other as follows:
First.—That for the purposes of this contract the business hereinafter referred to is divided into departments, one known as the “Gathering Department,” one known as the “Transporting Department,” one known as the “Interior Export Department,” and one known as the “Seaboard Export Department.”
All crude petroleum received directly or indirectly from wells located in the state of New York or state of Pennsylvania, and into the system of pipes and tanks now owned or controlled, or which may hereafter be owned or controlled by any party hereto, either directly or indirectly, shall constitute gathering, and the business of so receiving crude petroleum is the business of said gathering department. All deliveries from local lines of pipe of crude petroleum gathered as aforesaid, to or for any of the refineries then embraced in Schedule “A” or Schedule “B” (which schedules are hereto attached and made part of this agreement), and also all deliveries of crude petroleum from any of the trunk lines of pipe now owned or controlled, or which may hereafter be owned or controlled, by any party hereto, either directly or indirectly, and the getting of such crude petroleum to the point of delivery shall constitute transporting, and the business of so getting and delivering crude petroleum is the business of said transporting department, except, and it is agreed, that whatever petroleum gathered as aforesaid shall be delivered to or for any party hereto, or to or for any refinery or refining company then embraced in either of said schedules, for export in its crude state, whether the same shall be delivered from a local line of pipe or a trunk
line of pipe, shall not be included in transporting, nor in the business of said transporting department. All petroleum gathered as aforesaid and delivered from local lines of pipe for export in its crude state (other than deliveries to trunk lines of pipe of such petroleum for export in its crude state) by or for any party hereto or by or for any refinery or refining company then embraced in either of said schedules, shall constitute interior exporting and the business of receiving and exporting such petroleum in its crude state shall be the business of said interior export department.
All petroleum gathered as aforesaid and delivered from trunk lines of pipe for export in its crude state by or for any party hereto or by or for any refinery or refining company then embraced in either of said schedules shall constitute seaboard exporting, and the business of receiving and exporting such petroleum in its crude state shall be the business of said seaboard export department.
All pipes used for gathering and delivering at points in the oil-producing regions are herein called local lines.
All lines of pipe used for transporting beyond the oil-producing regions are herein called trunk lines.
Second.—That in each said department of the business the respective parties hereto shall be entitled to do the following percentage or proportionate part of the aggregate business done by all parties hereto then in said department, viz.: The said parties of the first part eighty-eight and one-half (88½) per centum thereof, and the said party of the second part eleven and one-half (11½) per centum thereof.
Third.—Each party hereto shall do as nearly as practicable its said proportion or percentage of said business. And it is agreed that:
A.—If in any calendar month either party shall gather more than its said percentage of said aggregate of crude petroleum gathered, as gathering is herein defined, it shall pay to the other party on the quantity gathered in excess of its said percentage an amount per barrel equal to three-fourths of the then current full rate per barrel charged for collecting and delivering crude petroleum in the oil-producing regions—commonly called local pipage;
Provided, however, and it is hereby agreed that this clause shall not be applicable to crude petroleum gathered as aforesaid prior to September 1, 1884.
And provided, further, That the excess over its said percentage gathered prior to September 1, 1884, by either party shall on demand of the other be delivered to the other party at some point or points in the oil-producing regions convenient to both the party receiving and the party delivering (the means and places to be mutually agreed upon) when and as often as the said excess amounts to ten thousand (10,000) barrels, upon legal orders or certificates with storage and assessments thereon paid to date of delivery being presented therefor, or upon the payment of the then market price of United Pipe Line certificates for a like quantity. The party receiving shall pay the party
delivering the same a gathering charge of ten (10) cents per barrel upon all petroleum so delivered. B.—If in any calendar month either the parties of the first part or the party of the second part shall transport and deliver more than their or its said percentage of the said aggregate of crude petroleum transported, as transporting is herein defined, they or it shall pay to the other party twenty-five (25) cents per barrel upon the quantity transported and delivered in excess of their or its said percentage.
Provided, That the amount payable under this clause shall not exceed the amount it would cost to bring said excess from the mouth of a local pipe in the oil-producing regions to either the port of New York or the port of Philadelphia at the then current rate of transportation by any route or method not owned or controlled directly or indirectly by any party hereto.
C.—If in any calendar month either party shall do more than its said percentage of business in either the exterior export department or the seaboard export department, it shall pay to the other party twenty-five (25) cents per barrel upon the quantity so exported in excess of its said percentage.
Provided, however, That the amount per barrel payable under this clause shall not exceed the amount per barrel which would be payable under Clause B and its proviso at the same time for excess in the transporting department.
D.—If in any year either party shall neglect or refuse to do eighty (80) per centum of its said proportion or percentage in any department of said business, then the party so doing less than eighty (80) per centum of its said proportion shall return or repay to the other party the sums received in that department under the provisions of this paragraph in excess of the sums paid in the same department under the same provisions during the same year.
Fourth.—Each party shall make to the other daily reports showing:
1st. All crude petroleum gathered, as gathering is herein defined.
2nd. All crude petroleum delivered from local lines other than deliveries to trunk lines, stating when, where and to whom delivered.
3rd. All crude petroleum delivered from local lines to trunk lines, stating when, where and to which line delivered.
4th. All crude petroleum delivered from trunk lines, stating when, where and to whom delivered.
5th. All crude petroleum exported in the crude state, stating when, where and from whom received, so as to distinguish between receipts from local lines and receipts from trunk lines, and when, where and to whom delivered for export. The correctness of such reports shall, if required by either party, be verified by the party making them.
Fifth.—On all deliveries of crude petroleum from local lines made by said parties of the first part or either of them, other than such deliveries as constitute transporting,
as transporting is hereinbefore defined, the parties of the first part will account for and pay to the party of the second part eleven and one-half (11½) per centum of the then current full rate of local pipage, first deducting from such full rate ten (10) cents per barrel for the work of gathering and delivering such petroleum. On all deliveries of crude petroleum from local lines made by said party of the second part other than such deliveries as constitute transporting as hereinbefore defined, the party of the second part will account for and pay to the parties of the first part eighty-eight and one-half (88½) per centum of the then current full rate of local pipage, first deducting from such full rate ten (10) cents per barrel for the work of gathering and delivering such petroleum.
Sixth.—It is agreed that in case of excess of deliveries over the quantity gathered, as gathering is herein before defined, by all the parties hereto, the stocks in custody of the respective parties shall to the extent of such excess be diminished in the ratio of eighty-eight and one-half (88½) per centum thereof from the stocks in custody of said parties of the first part, and eleven and one-half (11½) per centum thereof from the stocks in custody of said party of the second part; and to this end it is agreed that whenever and as often as under the working of this agreement the depletion of the stocks in the custody of either of the respective parties shall amount to ten thousand (10,000) barrels in excess of such party’s percentage of depletion, then the other party shall and will on demand deliver, and the party whose stocks are so depleted will when tendered receive, said ten thousand (10,000) barrels at some point or points in the oil-producing regions convenient to both the party receiving and the party delivering (the means and place to be mutually agreed upon), upon legal orders or certificates with storage and assessments thereon paid to date of delivery being presented therefor, or upon the payment of the then market price of United Pipe Line certificates for a like quantity. The party receiving shall pay to the party delivering a gathering charge of ten (10) cents per barrel upon all petroleum gathered.
Seventh.—A settlement shall be made on or before the fifteenth day of each month of all business done under this agreement during the preceding month, and payment shall then be made of all such sums as under the terms hereof shall be found payable by either party to the other.
Eighth.—If in any year the profits of the party of the second part added to the profits of the several refineries then embraced in Schedule “B” shall in the aggregate amount to less than five hundred thousand (500,000) dollars (excluding from the calculations all profits realised and losses sustained from speculation and the value of property destroyed by fire), then the said party of the second part shall have the right within three months from the time the profits of such year shall have been ascertained to cancel this agreement.
Provided, however, That the said right shall not exist or shall not be exercised under the following circumstances, to wit:
1st. If the average of such profits during the said year and all previous years from the beginning of this agreement shall equal five hundred thousand (500,000) dollars per year. 2nd. If the said parties of the first part or either of them shall contribute to the said party of the second part such sums of money as together with the said profits for the said year will make the average profit five hundred thousand (500,000) dollars per year.
And provided, further, That in exercising the right of cancellation the said party of the second part must give to one or both of said parties of the first part three (3) months’ written notice of said cancellation, which notice must be accompanied by a statement of the said profits of the party of the second part, and of said refineries then embraced in Schedule “B,” and any contributions made as aforesaid must be made within the said three (3) months.
The party receiving said notice shall have the right to verify the statement by an examination of the books of said party of the second part, and books of said refineries.
Ninth.—All refineries now owned or controlled by those owning or controlling a majority of the refineries embraced in Schedule “A” are or shall be included in Schedule “A”; and all refineries which may hereafter be acquired or controlled in the same interest shall, as acquired or controlled, be added to said Schedule “A,” and by such addition be included in the terms of this agreement.
All refineries now owned or controlled by those owning or controlling a majority of the refineries embraced in Schedule “B” are or shall be included in Schedule “B”; and all refineries which may hereafter be acquired or controlled in the same interest shall, as acquired or controlled, be added to said Schedule “B,” and by such addition be included in the terms of this agreement.
Tenth.—It is agreed that any business done in either the interior export department or the seaboard export department by any of the refineries or refining companies then embraced in Schedule “A” shall be treated for the purpose of this agreement as if done by the parties of the first part; and that any business done in either of said export departments by any of the refineries or refining companies then embraced in Schedule “B” shall be treated for the purposes of this agreement as if done by the party of the second part.
Eleventh.—It is understood that forty-two (42) gallons constitute a barrel.
Twelfth.—A year, whenever used in this contract, is understood to mean a calendar year.
Thirteenth.—This agreement shall take effect as of the first day of October, 1883, and unless sooner cancelled, as provided in the eighth paragraph, shall remain in force for fifteen (15) years from said first day of October, 1883.
In Witness Whereof, the said parties of the first part have caused their common and corporate seals to be hereto attached and to be attested by the signatures of their proper officers; and the said party of the second part has caused the same to be
signed in its name and on its behalf by two of its managers, the day and year first aforesaid.
National Transit Company, [Nat. Tran. Co. Seal.] (Signed by) Benjamin Brewster, Vice-President. Attest: John Bushnell, Secretary. United Pipe Lines, [U. P. L. Seal.] (Signed by) J. J. Vandergrift, President. Attest: H. D. Hancock, Secretary. SCHEDULE OF REFINERIES REFERRED TO IN THE ATTACHED AGREEMENT
SCHEDULE “A” Atlas Refining Co. Works at Buffalo, N. Y. Acme Oil Co. of Pennsylvania Works at Titusville, Pa. Acme Oil Co. of New York Works at Olean, N. Y. Atlantic Refining Co. Works at Philadelphia, Pa. American Lubricating Oil Co. Works at Cleveland, Ohio. Baltimore United Oil Co. Works at Canton, Md. Bush Denslow Mfg. Co. Works at South Brooklyn, N. Y. Camden Consolidated Oil Co. Works at Parkersburg, W. Va. Camden Consolidated Oil Co. Works at Canton, Md. Central Refining Co., Limited Works on Newtown Creek, L. I. Empire Refining Co., Limited Works on Newtown Creek, L. I. Eclipse Lubricating Co., Limited Works at Franklin, Pa. Eclipse Lubricating Co., Limited Works at Olean, N. Y. Eagle Oil Co. Works at Communipaw, N. J. Galena Oil Works, Limited Works at Franklin, Pa. Imperial Refining Co. Works at Oil City, Pa. Pratt Mfg. Co. Works at Bushwick Creek, L. I. Jenny & Son, S. Works at Wallabout Land. Donald & Co., James Works at Newtown Creek, L. I. Portland Kerosene Co. Works at Portland, Me. Paine, Ablett & Co., Limited Works at Smith’s Ferry. Paine, Ablett & Co., Limited Works at Freedom, Pa. Sone Fleming Mfg. Co., Limited Works at Newtown Creek, L. I. Standard Oil Co. of New York Works at Newtown Creek, L. I. Standard Oil Co. of New York Works at Hunter’s Point, L. I. Standard Oil Co. of New Jersey Works at Bayonne, N. J. Standard Oil Co. of Pennsylvania Works at Pittsburg, Pa. Standard Oil Co. of Ohio Works at Cleveland, Ohio. Union Refining Co., Limited Works at Oil City, Pa. Vacuum Oil Co. Works at Rochester, N. Y. SCHEDULE “B” Chester Oil Co. Works at Chester, Pa. Ocean Oil Co. Works at Bayonne, N. J. Seaboard Oil Co. Works at Bayonne, N. J. Solar Oil Co. Works at Buffalo, N. Y.
NUMBER 40 (See page 2028)
TWO AGREEMENTS OF EVEN DATE, AUGUST 22, 1884, BETWEEN THE PENNSYLVANIA RAILROAD COMPANY AND THE NATIONAL TRANSIT COMPANY
[Report of the Industrial Commission, 1900. Volume I, pages 663–666.]
Memorandum of a traffic agreement, made this twenty-second day of August, 1884, between the Pennsylvania Railroad Company, hereinafter designated the railroad company, and the National Transit Company, hereinafter designated the transit company, Witnesseth:
That for consideration mutually interchanged, the parties hereto agree, each with the other, as follows:
First.—The transit company owns an extended system of local pipes in the Oil Regions of Pennsylvania and New York, which are grouped into a separate division, known as the United Pipe Lines Division of the National Transit Company. This division will be hereinafter designated as the Transit Company’s Local Division.
The business of this division is to collect oil from producer, store it in tanks, and deliver it, as may be desired, to any through carrier of petroleum, which will transport the same to where it is to be refined or otherwise disposed of.
The transit company also own certain through or trunk line pipes, extending from several points of connection with the aforesaid local pipe division to various refining and terminal points.
With these latter pipes, which will be hereinafter entitled the Transit Company’s Trunk Line Division, it competes in the through carriage of petroleum with all other through carriers, whether pipe or rail.
The business of its local division is therefore entirely distinct from the business of its through trunk line division.
It undertakes and agrees that its local division will deliver into cars furnished by the railroad company at any of its regular delivery points and under its regular delivery rules whatever petroleum the owners thereof may desire to have so delivered, and as the railroad may furnish cars to transport, and will make no discrimination in its local charges for carriage, storage, and other services, or in the use of any of its local facilities, against such oil, but will at all times treat it in the said respects as favourably
as it at the same time treats any other petroleum which may be delivered to its own trunk line division or to any other through carriers. Second.—The transit company agrees that all petroleum brought to the Atlantic seaboard by all existing carriers, whether rail or pipe, now engaged in transporting such property, or which may hereafter engage in such transportation in conjunction with the transit company’s pipe-lines, shall be ascertained monthly, and so much of it as shall have been shipped in the refined state shall be reduced to its equivalent in crude oil by considering that one and three-tenths (13
10) gallons of crude are required to make one (1) gallon of refined oil. It further undertakes and agrees that if of the total so transported the railroad company shall not have moved in its cars twenty-six (26) per centum thereof, the transit company shall cause to be delivered to cars furnished by the railroad company at Milton, Pa., such quantity of crude petroleum as shall, when added to the amount which has been actually transported by the railroad company to the seaboard in said month, make the total transported by the railroad company in said month equal to said twenty-six (26) per centum.The railroad company agrees to furnish the needful cars and facilities, and promptly transport the oil which the transit company agrees in this contract to deliver to it at Milton:
Provided, That if during any month the railroad company is not able to assign from its oil equipments a sufficient number of cars to the traffic of the transit company to move the proportion of oil herein provided to be delivered at Milton, then during that month the transit company shall only be required to so deliver to the railroad company such quantity of oil as the railroad company shall be able to transport, and shall not be required to make up any deficiency that may occur during said month.
Efforts shall be made by the transit company to deliver so much during each month as will probably be necessary to make the total carried by the railroad company equal to said percentage.
Shortages, if not due to short supply of cars, and such excesses as may be found to have occurred in any month, shall be adjusted in the following month, or as soon afterwards as shall be possible.
Third.—It is agreed that the proportion of petroleum which the transit company is to deliver under the second section of this agreement shall be considered as petroleum transported from Coalgrove, Pa., via Milton, Pa., to the Atlantic seaboard, and that the railroad company shall be entitled to one-half of the current through rates thereon.
It is agreed that whenever the through rates shall be so low that the railroad company shall suspend the movement of oil by its cars, at other points than Milton, the transit company shall during such suspension not be bound to deliver to the railroad company any oil at Milton.
Fourth.—All joint rates for the joint transportation of oil from any delivery point of the local pipe division aforesaid to any refining or terminal point shall be fixed by the railroad company, subject to the advice and concurrence of the transit company. It is agreed that said joint through rates shall be uniform to all parties. The railroad company stipulates that it will make no discrimination whatever, either in rates or facilities, against the transit company or against the oil which the said transit company herein covenants to deliver to it.
It is agreed that the joint through rates to Philadelphia shall always be five cents less per barrel on crude oil, or its refined equivalent, than shall be currently charged to New York harbour.
It is agreed that the joint through rates, which shall be so fixed from time to time, shall be as low as shall be currently made between same and similar points by rival carriers of petroleum, and shall not be higher than an approximate mileage proportion of rates current on petroleum produced south of Oil City, nor than rates from Olean and similar points.
It is also agreed that rates on refined oil and other products of crude oil shall be fixed by the railroad company upon the following basis, viz.:
From railroad stations in the Oil Regions to which oil is delivered by local pipes the rate to any point east thereof on a barrel of refined oil or other products shall be one and three-tenths (13
10) times the current rate on a barrel of crude oil to the same point.From Pittsburg the rate to any point east thereof on a barrel of refined oil or other products shall be one and three-tenths (13
10) the rate currently charged on crude oil to any such eastern point from rail points south of Oil City:Provided, That one and three-tenths times the charges for moving a barrel of crude oil by rail or through pipe from the local pipe to Pittsburg shall first be deducted therefrom.
From Cleveland and Buffalo the net rate on a barrel of refined oil or other products to any point east thereof shall be not less than is currently charged to the same point from Pittsburg.
Fifth.—Whenever the term barrel is used herein, unless otherwise specified, it means forty-five gallons of crude petroleum; and whenever the term oil is used herein, unless otherwise specified, it means crude petroleum.
Sixth.—The transit company hereby agrees that it will not make any more favourable terms with any other rail line connecting with any of its pipes than the terms which under this agreement are given to the railroad company; or if for any reason it should desire to do so, it hereby agrees to modify this contract so as to give the said “more favourable terms” to the railroad company.
Seventh.—All existing contracts between the parties hereto shall be deemed to have
been accomplished, and shall become void and of no effect upon the day this contract goes into operation. Eighth.—This contract shall take effect as of the first day of August, 1884, and shall continue until terminated under the provisions hereof. It may be terminated after August 1, 1889, by either party hereto giving ninety days’ written notice to the other of a desire that it shall end, at the expiration of which notice it shall cease and determine.
In Witness Whereof, the parties hereto have executed this agreement under their corporate seals the day and date above written.
The Pennsylvania Railroad Company, [L.S.] By Frank Thomson, Second Vice-President. Attest: John C. Sims, Jr., Secretary. The National Transit Company, [L.S.] By C. A. Griscom, President. Attest: John Bushnell, Secretary.
Memorandum of agreement, made this twenty-second day of August, 1884, between the Pennsylvania Railroad Company, hereinafter designated the railroad company, and the National Transit Company, hereinafter designated the transit company.
Witnesseth: That for considerations mutually interchanged the parties hereto hereby agree with each other as follows:
Whereas, The parties hereto have made an agreement of even date herewith, in which, among other things, it is stipulated that under certain circumstances the transit company shall deliver certain crude petroleum into cars furnished by the railroad company at Milton, Pa.; and
Whereas, It has been proposed that the railroad company shall contract with the transit company to the effect that the transit company shall transport through its pipe-lines the aforesaid crude oil, which, under the other contract aforesaid, it has undertaken to deliver into the cars of the railroad company at Milton.
Now, therefore, this agreement witnesseth:
First.—The railroad company agrees that instead of delivering said crude oil to said cars at Milton, the transit company shall transport the same through its pipes to destination, and the transit company undertakes and agrees to do such transportation. It is mutually agreed that the compensation to the transit company for doing said work shall be as follows:
Whenever the through rate for transporting a barrel of crude petroleum from Olean
to Philadelphia shall be forty cents, the transit company shall receive eight cents per barrel as such compensation for so much of said oil as under the provisions hereof shall be considered as Philadelphia oil. For each five cents of increase or diminution in said rates from Olean to Philadelphia the said compensation on Philadelphia oil shall be increased or diminished one cent per barrel.
Provided, however, That the transit company shall not be obliged to accept less than six cents per barrel, and shall not receive more than ten cents per barrel on such Philadelphia oil.
It is agreed that the said compensation on the oil, which under the provisions hereof is to be deemed New York oil, shall be one cent per barrel greater than it currently shall be on Philadelphia oil.
Whenever, and from time to time, as the said joint through rates shall be so low that the said minimum compensation to the transit company of six cents per barrel shall be as much or more than the railroad company’s share of said joint through rates, this contract may, at the option of either party hereto, be suspended during all or any part of the time such low rates shall prevail. During such suspension the aforesaid other contract shall alone remain in force; but whenever, and from time to time, as said joint through rates shall again be high enough to make the said minimum compensation, under said sliding scale, less than the said share of said joint through rates, this contract shall again resume its force and effect.
Second.—The transit company agrees to account for, and pay to the railroad company, on or before the twentieth of each month, the latter’s share of the joint rates on joint business via Milton (as provided in said other contract) during the next preceding month, first retaining, however, the proportion of such share which it is hereinbefore agreed the transit company is to have for its services in pumping said oil to the seaboard.
It is agreed that all such joint business shall be considered as having transported from Coalgrove via Milton, Pa., to the Atlantic seaboard, and that it shall be considered as having gone either to Baltimore, Philadelphia, or New York, or partly to each. The proportion thereof which has constructively gone to New York shall be determined upon the following basis:
The total amount of oil transported in any month by the railroad company to New York shall be compared with fifty (50) per centum of the total oil which the railroad company is entitled to carry in said month under the aforesaid other agreement. If the amount which has been in such month carried by cars to New York shall be less than fifty (50) per centum, then the difference shall be considered as having been moved by the pipe to New York, at New York rates, and shall be accounted for accordingly. The remainder of the oil via Milton shall be accounted for at Philadelphia rates.
This contract shall commence and terminate simultaneously with said other contract. Witness the corporate seals of said parties duly attested the day and date above written.
The Pennsylvania Railroad Company, [L.S.] By Frank Thomson, President. Attest: John C. Sims, Secretary. The National Transit Company, [L.S.] By C. A. Griscom, President. Attest: John Bushnell, Secretary.
[Trust Investigation of Ohio Senate, 1898. Appendix, pages 43–44.]
Territories and States. | Prime White Oil. | Water-White Oil. | Per Gallon. | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-competitive per gallon. | Competitive per gallon. | Non-competitive per gallon. | Competitive prices per gallon. | |||||||||||||
Barrels. | Case. | Bulk. | Barrels. | Case. | Bulk. | Barrels. | Case. | Bulk. | Barrels. | Case. | Bulk. | Highest. | Lowest. | Difference. | Difference per tank car 6,000 gallons. | |
Arizona | 31 | 31 | ||||||||||||||
Arkansas | 14 | 13 | 8 | 7½ | 16 | 17 | 17 | 7½ | 9½ | $570 | ||||||
Alabama | 13 | 8½ | 8¼ | 6½ | 17 | 12 | 10¾ | 17 | 6½ | 10½ | 630 | |||||
California | 16 | 13 | 12½ | 26½ | 13 | 17½ | 11½ | 26½ | 11½ | 15 | 900 | |||||
Colorado | 26 | 21 | 10 | 15 | 7 | 31 | 25 | 31 | 7 | 24 | 1,440 | |||||
Florida | 13½ | 16 | 12 | 17 | 18½ | 18½ | 12 | 6½ | 390 | |||||||
Georgia | 14 | 9½ | 9½ | 6½ | 17 | 14 | 17 | 6½ | 10½ | 630 | ||||||
Idaho | 22½ | 29 | 22½ | 30 | 17 | 30 | 17 | 13 | 780 | |||||||
Illinois | 10 | 8 | 7½ | 5½ | 15 | 7¾ | 3½ | 15 | 5½ | 9½ | 570 | |||||
Indiana | 6¼ | 5 | 12½ | 6½ | 12½ | 5 | 7½ | 450 | ||||||||
Iowa | 9½ | 8 | 7 | 12 | 10½ | 8 | 12 | 7 | 5 | 300 | ||||||
Kansas | 10½ | 9½ | 8½ | 16½ | 9½ | 16½ | 8½ | 8 | 480 | |||||||
Kentucky | 9½ | 8¾ | 7 | 6½ | 12 | 8½ | 12 | 6½ | 5½ | 330 | ||||||
Louisiana | 12 | 10 | 7¼ | 7 | 16 | 14 | 7¾ | 7½ | 16 | 7 | 9 | 540 | ||||
Michigan | 8½ | 6¾ | 6¾ | 3½ | 8½ | 7 | 7½ | 3? | 8½ | 3½ | 5 | 300 | ||||
Minnesota | 9 | 7½ | 5 | 13 | 11 | 8 | 5½ | 13 | 5 | 8 | 480 | |||||
Mississippi | 13½ | 7¼ | 15½ | 9½ | 15½ | 7¼ | 8¼ | 435 | ||||||||
Missouri | 12 | 6 | 5½ | 17 | 7¾ | 5½ | 17 | 5½ | 11½ | 690 | ||||||
Montana | 20 | 13 | 21 | 33 | 25 | 33 | 13 | 20 | 1,200 | |||||||
Nebraska | 18 | 7½ | 27 | 8½ | 27 | 7½ | 19½ | 1,170 | ||||||||
Nevada | 37½ | 37½ | ||||||||||||||
New Mexico | 31 | 26 | 32 | 28 | 32 | 26 | 6 | 360 | ||||||||
North Dakota | 15½ | 12½ | 18 | 14 | 12¼ | 11¼ | 18 | 11¼ | 6¾ | 405 | ||||||
Oregon | 21 | 14 | 19 | 13 | 24 | 23 | 24 | 13 | 11 | 660 | ||||||
Oklahoma | 15 | 9½ | 17 | 17 | 9½ | 7½ | 450 | |||||||||
South Carolina | 12½ | 8 | 13½ | 9 | 13½ | 8 | 5½ | 330 | ||||||||
South Dakota | 11½ | 8 | 12 | 8 | 12 | 8 | 4 | 240 | ||||||||
Tennessee | 11½ | 8½ | 7¾ | 6 | 17 | 8½ | 17 | 6 | 11 | 660 | ||||||
Texas | 25 | 27½ | 19 | 8 | 14 | 9 | 30 | 33½ | 24 | 12 | 16½ | 8 | 33½ | 8 | 25½ | 1,530 |
Utah | 23 | 28 | 25 | 13 | 28 | 13 | 15 | 900 | ||||||||
Washington | 16 | 20½ | 15 | 25½ | 25½ | 15 | 10½ | 630 | ||||||||
Wisconsin | 9 | 7½ | 6 | 15¼ | 7½ | 6 | 15¼ | 6 | 9¼ | 555 | ||||||
Wyoming | 20 | 25 | 15 | 21 | 35 | 29 | 8 | 16 | 15 | 35 | 8 | 27 | 1,620 |
PRIME WHITE OIL
The table shows that this grade of oil ranges in price as follows:
In barrels | 6 | to 25 | cents per gallon |
In cases | 14 | to 37½ | cents per gallon |
In bulk | 3½ | to 25 | cents per gallon |
WATER-WHITE OIL
This table also shows that this grade of oil ranges in price as follows:
In barrels | 6½ | to 30 cents per gallon |
In cases | 16 | to 35 cents per gallon |
In bulk | 3½ | to 29 cents per gallon |
A comparison of these two grades of oil shows:
A difference of 24 | cents per gallon on barrelled oil |
A difference of 21 | cents per gallon on case oil |
A difference of 25½ | cents per gallon on bulk oil |
NUMBER 42 (See page 2069)
STANDARD OIL COMPANY’S PETITION FOR RELIEF AND INJUNCTION
[In the case of the Standard Oil Company vs. William C. Scofield et al., in the Court of Common Pleas, Cuyahoga County, Ohio, 1880.]
The said plaintiff, the Standard Oil Company, now comes and says that on the twentieth day of July, A.D. 1876, it was and still is a corporation organised and existing under and by virtue of the laws of the state of Ohio, and that at the same time the said defendants, William C. Scofield, Charles W. Scofield, Daniel Shurmer and John Teagle, were and still are partners doing business in the firm name of Scofield, Shurmer and Teagle, and the said plaintiff complains of the said defendants, and says: That on the said twentieth day of July, A.D. 1876, the said plaintiff and the said defendants as such partners were each separately engaged in the business of refining and dealing in crude petroleum and its products, said plaintiff having a number of refining establishments at Cleveland, Ohio, and the said defendants owning and operating one refinery only, also located at Cleveland, Ohio, on the line of the Atlantic and Great Western Railroad, and while so engaged and on the said twentieth day of July, A.D. 1876, the said plaintiff and the said defendants as such partners entered into a joint arrangement in writing in and by which it was, amongst other things, agreed between the said plaintiff and the said defendants individually and as such partners that the said defendants would continue their then business in the firm name of Scofield, Shurmer and Teagle of buying, refining and selling crude petroleum and its products as theretofore carried on by them, for a period of ten years from July 20, A.D. 1876, and furnish for the conducting of said business their refinery aforesaid with all tanks, fixtures, buildings, erections, tools, and all mechanical appliances then or theretofore used by them in their said business, together with the land on which the same are situated, and also within five days from the date of said agreement furnish for the use of said joint business adventure the sum of ten thousand dollars in cash to be used continuously in said business until July 20, A.D. 1886. That the said William C. Scofield, Charles W. Scofield, Daniel Shurmer and John Teagle, in and by said agreement for conducting said joint adventure, further covenanted and agreed with the plaintiff to devote all their time and personal attention necessary to conduct the said business for the period aforesaid, and that during the existence of said adventure they would
not nor would either of them as a firm or as individuals directly or indirectly engage or be concerned in any business connected with petroleum or any of its products in Cuyahoga County or elsewhere, except in connection with the parties of the first part under this agreement, nor would they or either of them enter into any new business which would interfere with the time necessary to be devoted to the full and faithful conduct of the business of said adventure. That the said William C. Scofield, Charles W. Scofield, Daniel Shurmer and John Teagle, in and by said agreement for conducting said joint adventure, further covenanted and agreed with said plaintiff that the amount of crude petroleum to be distilled by them in the business of said adventure should not exceed annually eighty-five thousand barrels of forty-two gallons each in any year, but the same should be distributed as nearly as practicable in equal quantities of 42,500 barrels of forty-two gallons each, each and every six months from the twentieth day of July, A.D. 1876, but the said 42,500 barrels might be run in a less period than six months.
That in and by said agreement for conducting the business of said joint adventure it was stipulated and agreed by both parties, amongst other things, that from the net profits of the business of said joint adventure the said defendants should first be entitled to retain and be paid the sum of $35,000 per annum while the said agreement was in force and operation, and in the case the net profits should not amount to $35,000 for any year that said agreement for conducting said joint adventure was in force and operation, then at the expiration of any such year the plaintiff should on demand pay to the said defendants a sum of money sufficient to make that amount, viz., $35,000 for any year that said agreement should be in force and operation. That all net profits over the amount of $35,000 so stipulated to belong to said defendants annually should belong and be paid to said plaintiff until the plaintiff should receive therefrom as much as said defendants had received from the net profits under the provisions of said agreement, and all net profits in excess of $70,000 annually should be divided equally between the parties thereto.
That in consideration thereof and in and by said agreement for conducting said joint adventure, the said plaintiff stipulated and agreed with the said defendants, amongst other things, that on or before the twenty-fifth day of July, A.D. 1876, it would furnish to the said defendants for them to use in the business of said joint adventure the sum of $10,000 in cash, which sum was so paid in as agreed and still remains in the business.
That the said plaintiff would receive, dock, and sell in the city of New York all oil and the products of petroleum consigned to it for sale at New York by said firm of Scofield, Shurmer and Teagle at actual cost of brokerage and handling without commissions.
That the said plaintiff would and did in said agreement guarantee to the said defendants that their share of the net profits arising from the business of said joint adventure
should for ten years from July 20, A.D. 1876, to July 20, A.D. 1886, amount to the sum of $35,000 annually, during the operation of this contract, as hereinbefore stated. The plaintiff further says that between July 20, 1876, and the present time, the said defendants have repeatedly violated their said agreement in this, to wit: that every year since the making of said agreement the said defendants have distilled over 85,000 barrels of crude petroleum; that during the year from July 20, 1876, to July 20, 1877, they distilled 89,983.34–42 barrels; that during the year from July 20, 1877, to July 20, 1878, they distilled 87,754.4–42 barrels; that during the year from July 20, 1878, to July 20, 1879, they distilled 100,246.25–42 barrels, and from July 20, 1879, to July 20, 1880, they distilled 90,082.34–42 barrels. That up to the present time the defendants have distilled more than by the terms of their said agreement they have a right to distil up to January 20, 1881, and have purchased large quantities of crude petroleum and are distilling portions thereof, and threaten to distil the balance without regarding their said contract. That the crude petroleum so as aforesaid distilled by the defendants has not by them been distributed as nearly as practicable in equal quantities of 42,500 barrels of forty-two gallons each, each and every six months as they agreed to do, but in violation of their said agreement they distilled from July 20, 1876, to January, 1, 1877, 43,509.36–42 barrels; from January 1, 1877, to July 20, 1877, 46,473.40–42 barrels; from July 20, 1877, to January 1, 1878, 50,416.12–42 barrels; from January 1, 1878, to July 20, 1878, 37,337.34–42 barrels; from July 20, 1878, to January 1, 1879, 56,974.15–42 barrels; from January 1, 1879, to July 20, 1879, 43,272.10–42 barrels; from July 20, 1879, to January 1, 1880, 57,499.35–42 barrels; that on or about the twentieth day of July, 1879, the plaintiff having discovered that the said defendants had in violation of said agreement distilled about 22,984 barrels of oil more than they were entitled to by the terms of said agreement, the plaintiff objected and complained to the defendants in regard thereto, and thereupon the defendants admitted the violation of the contract in that respect, and it was agreed between the parties that the defendants would and should during the then coming year diminish their manufacture sufficiently to bring the entire amount of manufacture under said contract within the terms of said agreement.
That during the then coming year from July 20, 1879, to July 20, 1880, the said defendants did not diminish their distillation below the 85,000 barrels as they had agreed to do, but from July 20, 1879, to January 1, 1880, they distilled 57,499.35–42 barrels, and from January 1, 1880, to July 20, 1880, they distilled 32,582.41–42 barrels, making a total of 90,082.34–42 barrels for the year, thus increasing their distillation over the 85,000 barrels 5,082 barrels, instead of diminishing it as they had agreed to do.
That the defendants threaten to and have informed the plaintiff that they will hereafter wholly disregard said contract and continue to distil crude petroleum without regard to quantity.
The plaintiff further says that since the making of said agreement and within the past year the said Daniel Shurmer and John Teagle have in violation of their said contract engaged and been connected in constructing a refinery at Buffalo, New York, for the purpose of distilling crude petroleum with others than the plaintiff under said agreement and are now so engaged. That within the past year the said Daniel Shurmer and John Teagle and each of them have invested money to the amount of $10,000, and are now engaged and connected in constructing refineries for the purpose of distilling crude petroleum and its products with others in no way connected with the plaintiff or under said agreement, but intending thereby to establish and prosecute with others the same business as that contemplated and conducted under said agreement, and thereby establishing and conducting a rival business to the business of said adventure and tending to involve the plaintiff in loss by reason of its guarantee that the profits of said adventure should amount to the sum of $35,000 annually to defendants, and have during the past year been at said Buffalo and other places giving the said business their time and personal attention, and have done so at times when their time and personal attention was needed and was requisite to properly conduct the business of said adventure under said agreement at Cleveland.
The plaintiff further says that because of the said failures and refusals of the defendants to carry out their said agreement it has already sustained great damage and will sustain further damage if the said defendants are permitted to continue their said violation of said agreement. That the said plaintiff has no adequate remedy therefor at law for the reason that the damages arising therefrom are so remote and difficult of ascertainment, and constantly recurring would necessitate a multiplicity of suits and would involve the plaintiff in the increased hazards of losses arising from such increased manufacture and deprive it of all the benefits of said contract.
The plaintiff therefore prays that the said William C. Scofield, Charles W. Scofield, Daniel Shurmer and John Teagle may by proper process be made defendants herein and compelled to answer this petition; that a preliminary injunction and restraining order be granted restraining the said William C. Scofield, Charles W. Scofield, Daniel Shurmer and John Teagle, and each of them individually and as partners in the name of Scofield, Shurmer and Teagle, until the further order of the court, from distilling at their said works at Cleveland, Ohio, more than 85,000 barrels of crude petroleum of forty-two gallons each in every year, and also from distilling more than 42,500 barrels of crude petroleum of forty-two gallons each, each and every six months, and also from distilling any more crude petroleum until the expiration of six months from and after July 20, 1880, and also from directly or indirectly engaging in or being concerned in any business connected with petroleum or any of its products, except in connection with the plaintiff under their said agreement, and that on the final hearing
of this case the said defendants may in like manner be restrained and enjoined from doing any of said acts until the expiration of said agreement, and for such other and further relief in the premises as equity can give. M. R. Keith,R. P. Ranney,Attorneys for Plaintiff.
NUMBER 43 (See page 2070)
ANSWER OF WILLIAM C. SCOFIELD ET AL.
[In the case of the Standard Oil Company vs. William C. Scofield et al., in the Court of Common Pleas, Cuyahoga County, Ohio, 1880.]
That the so-called agreement is and at all times has been utterly void and of no effect, as being by its terms in restraint of trade and against public policy.
These defendants further say that they deny that through any action of theirs said plaintiff has sustained or will sustain any damage whatever, but these defendants say that their business of distilling oil has been carried on at a large profit, and that the same is now attended with large profits, and the price of refined oil is now so high, and there is such a large margin between the price of crude oil and refined, that the manufacture and sale of refined oil is attended with large profit; that it is impossible to supply the demand of the public for oil if the business and refineries of both plaintiff and defendant are carried on and run to their full capacity, and if the business of defendants were stopped as prayed for by plaintiff it would result in a still higher price for refined oil and the establishment of more perfect monopoly in the manufacture and sale of the same by plaintiff.
These defendants further say that said plaintiff has constantly and persistently violated the terms of said so-called written agreement in that it has intentionally failed to give and has withheld from the defendants the benefits of the advantages therein agreed to be given, and that it has not given to defendants the benefits of its contracts relating to freight on crude and refined oil, but these defendants have been constantly required to pay more and larger freights than said plaintiff, and that said plaintiff has not allowed to defendants the same rebate that it has received with different carriers; and, further, that said plaintiff has recently constructed a pipe-line to the Oil Regions of Pennsylvania through which its oil has been pumped to Cleveland at an expense of about twelve cents a barrel, but has charged defendants for pumping their oil through the same pipe twenty cents per barrel.
The defendants further say that at the time when said writing was signed said plaintiff was endeavouring by contracts with divers persons to establish a monopoly in the manufacture of refined oil in the state of Ohio and in the United States, and that, for the purpose of monopolising the trade in refined oil and enhancing the price
thereof, and maintaining an unnaturally high price, said plaintiff entered into said so-called agreement under the form of a joint arrangement or adventure, and for no other purpose, and contributed to the capital of said so-called adventure the sum of $10,000, whereas those defendants contributed thereto the sum of $73,000 and their time and attention, and their refinery had the capacity for refining 180,000 barrels of crude oil per year, as plaintiff well knew, and said plaintiff thereby, and by said other contracts made with the same design, succeeded in creating a substantial monopoly and averting competition and maintaining an unnaturally high price for refined oil, and that said so-called agreement is therefore in restraint of trade and against public policy, and void. These defendants further say that defendants have from time to time paid to plaintiff their full share of the profits of said so-called adventure, and at no time has plaintiff been required to pay any sum whatever to defendants, but has realised large profits from said business, and on the fourth day of March, 1880, with full knowledge of how much oil in excess of 85,000 barrels per year had been manufactured by defendants, demanded of said defendants that they should pay to plaintiff the entire profits upon said excess, and claimed that its monopoly was so perfect that it would have sold said excess if defendants had not, and defendants did pay to plaintiff the one-half of the profits on said excess.
NUMBER 44 (See page 2071)
AFFIDAVIT OF JOHN D. ROCKEFELLER
[In the case of the Standard Oil Company vs. William C. Scofield et al., in the Court of Common Pleas, Cuyahoga County, Ohio, 1880.]
John D. Rockefeller being duly sworn, says that for about eighteen years past he has been engaged in the business of refining crude petroleum; that from about the year 1863 to 1870 he was engaged as a member of firms in such refining, and from January, 1870, he has been and still is engaged in such refining business as president of said plaintiff, the Standard Oil Company; that during said time he has given the business personal attention and has thereby become familiar with the general business of refining crude petroleum, with the amount of crude petroleum produced, with the amount of crude petroleum refined, so far as the same can be ascertained, and especially with the business of the Standard Oil Company.
Affiant says the said Standard Oil Company owns and operates its refineries at Cleveland, Ohio, and its refinery at Bayonne, New Jersey; that it has no other refineries nor any interest in any other refineries, nor does the Standard Oil Company operate or control in the United States any other refineries of crude petroleum; that there are in Ohio, West Virginia, Pennsylvania, New York, and New Jersey a large number of refineries of crude petroleum that are not owned or controlled by said Standard Oil Company, and in which the said Standard Oil Company has no interest whatever, directly or indirectly, which are now and for years past have been refining crude petroleum and selling it in the open market; that the amount of crude petroleum refined by the said Standard Oil Company does not exceed thirty-three per cent. of the total amount refined in the United States.
Affiant further says that the capacity of all the refineries in the United States is more than sufficient to supply the markets of the world, and in the judgment of affiant if all the refineries were run to their full capacity they would refine at least twice as much oil as the markets of the world require; that this difference between the capacity of refineries and the demands of the market has existed for at least seven years past, and during that period the refineries of the Standard Oil Company have not been run to their full capacity, and in the judgment of affiant not to exceed one-half of their capacity.
Affiant further says that during all the period of time that he has been engaged
in the business of refining oil he has been familiar with the price of crude oil and with the price of refined oil and with the profits to be derived therefrom, and from such experience he states that the average price of refined oil and the average profits to the manufacturer per gallon on same since 1876 have been much less than the average profit for several years previous to 1876; that said Standard Oil Company has no means now and never has had any of influencing the price of refined oil, save by the sale of its product in the open market. Affiant further says that the Standard Oil Company has not nor did it ever have any interest in any oil property or any control over the production of crude petroleum; that it does not own any oil wells or land producing oil, and never did; nor has it any control over the price of crude petroleum, but relies upon obtaining its supplies, as all others do, by purchase in the open market and at the prices paid by others at the same time; that the said Standard Oil Company is not now nor has it ever been a stockholder in any railroad, pipe-line, or other common carrier for the transportation of oil, but within the year past it has for its own convenience constructed, and owns and is now operating, a pipe-line from Cleveland to the western line of the state of Pennsylvania for the purpose of bringing oil to its refineries at Cleveland; that said pipe-line is now insufficient to supply the demands of the Standard Oil Company for crude oil for its own refineries, and for that reason it has been and is now compelled to bring crude oil to Cleveland in cars to supply its wants.
That from the deponent’s experience in business he knows it to be true that a large manufacturer always has an advantage in cheapness of manufacture over a small manufacturer; that all the advantages derived by the Standard Oil Company are legitimate business advantages, due to the very large volume of supplies which it purchases, its long continuance in the business, the experience it has thereby acquired, the knowledge of all the avenues of trade, the skill of experienced employees, the possession and use of all the latest and most valuable mechanical improvements, appliances and processes for the distillation of crude oil, and in the manufacture of its own barrels, glue, etc., etc., by reason of which it is enabled to put the oil on the market at a cost of manufacture much less than by others not having equal advantages. These advantages, by reason of which the Standard Oil Company is enabled to refine oil cheaper than smaller manufacturers, are not exclusive to the Standard Oil Company, but are open to every person doing business under similar circumstances. That this state of facts has been detrimental to smaller refineries and has prevented them from making as much profit as they desired, and in some cases compelled them to suspend refining, and this constitutes the only foundation for the oft-repeated expressions “crushed out,” “squeezed out,” and “bulldozing.”
Affiant says he has examined the answer of the defendants, Shurmer and Teagle, and his attention has been called to various statements contained in it. In regard to the statement made therein that “if the business of the defendants were stopped as prayed
for by plaintiff, it would result in a still higher price for refined oil and the establishment of a more perfect monopoly in the manufacture and sale of the same by plaintiff.” The same is untrue, as there is not, never has been, and never can be a monopoly in the manufacture of refined oil, nor has the limitation in said agreement as to quantity to be manufactured affected, nor will the stoppage by the defendants of their manufacture, as prayed for in plaintiff’s petition, in the least affect the price of refined oil, for the reason that leaving out the entire capacity of the refinery of defendants there would still remain a large excess of capacity for supplying all the demands of the public, and hence there would be no opportunity for advancing the price, nor would it tend to create a monopoly of the business by the plaintiff. Affiant further says that it is not true that the said plaintiff has at any time or in any manner violated the terms of said agreement as alleged in said answer or in any other manner. That it is not true that plaintiff has intentionally or otherwise withheld from the defendants the benefit of the advantages agreed upon in said contract to be given them, nor is it true that the plaintiff has not given to defendants the benefit of its contracts relating to freight on crude and refined oil, but the plaintiff has given to the defendants privileges not required by the agreement. That it is not true that the defendants have ever been required to pay larger rates of freight than were paid by the plaintiff when the defendants made any shipments of oil in accordance with the terms of the contract; nor is it true that the plaintiff has not allowed to defendants the same rebates that it has received from different carriers upon any shipments of oil made in accordance with the terms of the contract.
That it is true that the plaintiff has recently constructed a pipe-line from Cleveland to the western line of the state of Pennsylvania, through which its oil has been pumped to Cleveland since the spring of 1880, but it is not true that it is the owner of the said pipe-line from the western line of the state of Pennsylvania to the Oil Regions. That it is true that to promote the interest of the defendants, the plaintiff has furnished to defendants crude oil through said pipe-line and charged them twenty cents per barrel for the transportation of same; but it is not true that said pipe-line was constructed for the purpose of transporting oil for others than the plaintiff, nor is it true that under the terms of said agreement the defendants are entitled to the transportation of oil through said pipe-line, nor is it true that the charge of twenty cents per barrel is an unreasonable price for transporting oil through said pipe-line from the Oil Regions to Cleveland; but affiant avers it to be true that during the time it so furnished the oil through the pipe-line at twenty cents per barrel, of forty-two gallons each, the railroads were charging freight at the rate of from thirty-five to fifty cents per barrel, of forty-five gallons each.
Plaintiff continued to deliver defendants through the pipe-line, and at twenty cents per barrel, until they had received all they were entitled to manufacture under the contract dated July 20, 1876.
Affiant says that it is not true that “at the time when said agreement was signed, said plaintiff was endeavouring by contracts with divers persons to establish a monopoly in the manufacture of refined oil in the state of Ohio and in the United States.” Affiant avers that it has made but one other contract with other persons like the one made with defendants, and that was a contract made at the same date, viz., July 20, 1876, with the Pioneer Oil Company of the City of Cleveland, of which the defendants had full knowledge. Affiant further says that he was present and participated in the negotiations which resulted in the formation of the contract with these defendants, and that it is not true that said contract was entered into for the purpose of monopolising the trade in refined oil or for the purpose of enhancing the price thereof and maintaining an unnaturally high price for the same; and affiant says that it is not true that plaintiff by said contract, and by the said other contract made with the same design, succeeded in creating a substantial monopoly and averting competition, and maintaining an unnaturally high price for refined oil; but said contract was made, as is therein stated, for the purpose of equalising the business of manufacturing oil and giving to each of said contracting parties their due proportion thereof, and that the amount of 85,000 barrels per annum to which the distillation of defendants is by said contract limited is, as agreed, a relative proportion to their full capacity, as is the amount distilled by plaintiff per annum since said contract was entered into to its total capacity for refining oil; and it is not true that said agreement is in restraint of trade and against public policy, as alleged in the said answer of defendants, Shurmer and Teagle. Affiant says that on or about the first day of October, 1879, it came to his knowledge that the defendants had, in violation of said agreement, distilled about 22,984 barrels of oil more than they were entitled to by the terms of said agreement, and thereupon he had an interview with defendants, W. C. Scofield and John Teagle, who admitted the defendants had distilled in excess of the quantity stipulated in the contract, and agreed to reduce the quantity distilled during the year following, July 20, 1879, by the amount they had already distilled in excess up to that date, but requested they might be allowed to distribute said reduction equally over each six months of the year instead of wholly in either the first or last six months of the year following July 20, 1879, to which request affiant assented. Affiant says that it is not true that “the plaintiff, on the fourth day of March, 1880, with full knowledge of how much oil in excess of 85,000 barrels per year had been manufactured by defendants and plaintiff, demanded of said defendants that they should pay to plaintiff the entire profits upon said excess,” other than as is hereinafter stated; and it is not true that plaintiff, at the time it demanded said profits, claimed that it had any monopoly, or that its monopoly was so perfect that it would have sold said excess if defendants had not, or that it was entitled to said profits in consequence of any monopoly; but affiant says that it did claim the profits upon the oil sold in excess of said 85,000 barrels, because defendants had broken their agreement with said
plaintiff, and the profits on such excess the plaintiff at that time was willing to accept as compensation for such breach of said contract. Affiant says that he does not know what contracts for the sale of oil defendants may have made, or what contracts for the manufacture or for the construction of barrels they may have entered into, or what obligations they may be under to their customers; but he says that for a long time past the defendants have had notice that plaintiff would insist upon the performance by them of their obligations under their said contract, and that if they have entered into contracts for the sale of oil as alleged by them and entered into other obligations, they have done so with the full knowledge that they were thereby violating and continuing the violation of said agreement of July 20, 1876.
I have read the affidavit of H. L. Taylor, filed in this case October 18, 1880, in which he says “that he has been for some six or eight years last past acquainted with Mr. Rockefeller, Mr. Flagler, Mr. Payne, and others; that he has had conversations with some of these parties with regard to the control by the Standard Oil Company of the distilling and refining business in the state of Ohio and in the United States, and that he has heard them say in substance that the Standard Oil Company intended to wipe out all the refineries in the country except theirs, and to control the entire refining business in the United States.” Affiant says that he has been acquainted with H. L. Taylor for several years past, that all the foregoing statements so far as they relate to him are false, and that he never made to said Taylor or to any person in his hearing any such statement, nor statements in substance to that effect. Affiant further says that he never in company with said Taylor visited any of the cities or places mentioned in his affidavit for the purpose of inspecting or examining refineries, though he may have met said Taylor incidentally at various places, but that he never showed him refineries that were formerly under the control of others and running independently and stated that the same had passed under the control of the Standard Oil Company, nor did anybody else make such statements to Taylor in his hearing.
Affiant says that it has not come to pass, as sworn to by said Taylor, that said Standard Oil Company has “wiped out” the refining business of the United States or that it to-day controls it, but affiant believes that at the time said Taylor made his affidavit he knew there were very many refineries running independently of and in no way connected with the Standard Oil Company, and that said Taylor was himself then interested in the profits of a large refining business represented by a number of refiners who were large competitors of the Standard Oil Company.
With respect to the assertion of said Taylor that “in many instances to his knowledge the Standard Oil Company has bought refineries and taken them down,” affiant says that several years ago when the business was very much scattered, in several instances and for greater economy in manufacturing, the Standard Oil Company dismantled refineries unfavourably located and utilised the construction, machinery, and appliances of the same to increase its manufactory at Cleveland.
It is true that in many cases persons who had been unsuccessfully engaged in refining, but had experience, were to some extent employed by the Standard Oil Company in its business of refining, but that with respect to the averment in said Taylor’s affidavit that “in other cases said company employed men who had refineries, at large salaries and at the same time gave them no absolute employment,” the same is untrue. But it is true that it has restricted its employees from entering the business of refining and distilling oil except under said company’s direction. But none of these things were done by the plaintiff for the purpose of creating and maintaining a monopoly of the business of refining, but were done for the purpose of conducting its business more efficiently.
And affiant says that it is not true, as sworn to by said Taylor, that the Standard Oil Company during a large portion of the time that he refers to, to wit, six or eight years past, or for any length of time, has substantially controlled the transportation of oil; that it is not true that said Standard Oil Company ever had, or that it now has, any contract with any lines of transportation in which it was stipulated that it should have a lower rate of freight than other shippers undertaking the same obligations and furnishing equal terminal facilities; that in all the contracts ever had with the railroads, the railroad companies have reserved the right to charge others the same rate of freight as that paid by the Standard Oil Company; and affiant further says that even those contracts with the railroad companies which gave the Standard Oil Company a commission for facilities furnished have long been abrogated and abandoned.
Affiant says that with respect to the statement in said Taylor’s affidavit that “other language has been used to him—said Taylor—by the officers of said Standard Oil Company to the effect that the said company intended to have all the refineries and aimed at having entire control of the oil market,” the same, so far as it related to him, is wholly untrue.
Affiant says that it is not true that the plaintiff got control of the refineries of the firm of Logan Brothers of Philadelphia, Octave Oil Company, Easterly and Davis, and Bennett, Warner and Company of Titusville, Pennsylvania; R. S. Waring and Citizens’ Oil Works of Pittsburg, or of either of them. The statement of H. L. Taylor that “the principal way by which these independent refineries came under the control of the Standard Oil Company was from the fact that said company had such rates of transportation that the small companies could not compete with it, and when said company had such in its power it would make such arrangements with parties engaged in these refineries as would prevent them from thereafter competing with the Standard Oil Company,” is false in its facts and its inferences. Affiant has already correctly stated the facts as to the purchase of refineries by the Standard Oil Company of Cleveland, what led to such purchases, and that persons engaged in such refineries were in some cases employed by said company; and any statement or inference to the effect that by illegal
means or unfair influences the plaintiff “squeezed out” or “crushed out” small refiners and prevented them from again entering into the business of refining, is untrue. Affiant further responding to the affidavit of said Taylor, says that with reference to the statement therein contained that “the effect of the control of the refining business by the Standard Oil Company upon the oil market is to largely increase the price to consumers beyond what they ought to pay,” the same is untrue, and he avers again that since the date of the contract with defendants the average price to consumers of refined oil has been lower than for years previous.
As to the allegation of said Taylor that “if the business was distributed among the independent refineries it would furnish employment to a much larger number of persons than at present, and the interests of the country would be decidedly promoted by having the refining business in the hands of competent parties,” in so far as the same implies that there are not independent competing refineries outside of the works of said plaintiff, the same is untrue, and that it is a fact that a larger number of persons are now employed in connection with the business of refining oil than ever before.
Affiant says that with reference to the language used by the said Heisel in his affidavit that he, Heisel, was not afraid, to which Mr. Rockefeller replied, “You may not be afraid to have your head cut off, but your body will suffer,” “and that this was said by affiant prior to the time that he sold his interest in the refining business to Bishop and was said for the purpose of inducing affiant to sell out to the Standard Oil Company,” that affiant has no recollection of ever using any such language to said Heisel, and so far as said statement implies threats or inducements held out to said Heisel to procure the control of the works of Bishop and Heisel by the Standard Oil Company, the same is wholly false in spirit and effect.
Affiant says respecting the statement in said Heisel’s affidavit, that “the effect resulting from the control by this one company—the Standard Oil Company—of the entire refining business in Cleveland has been to largely increase the price of refined oil to consumers, to lessen its production, to reduce the number of hands employed in the refining business, and to reduce the price paid labourers for their work, and thereby to largely injure the public,” the same, so far as it alleges that there is a control by the Standard Oil Company of the entire refining business, is false; and that so far as it undertakes to state consequences of said alleged control by the Standard Oil Company, it is also false.
I have read the affidavit of Mrs. B. filed in this case on October 18, 1880. Said affidavit is incorrect, erroneous and in many respects false.
The first interview that I ever had with Mrs. B. was at her house, when she sent for Mr. Flagler and myself to consult with her in reference to selling out her establishment to one of her employees. This occurred during the year 1876. She stated to us the terms of an offer that she had received from the said employee, and expressed an earnest desire to dispose of the business and to be free from its perplexities and
annoyances, and evinced a disposition to accept the offer, and we advised her to accept providing the payments were made secure. I did not see her again until the fall of 1878, more than two years later. Then at her urgent request I met her at her house, at which time she made reference to the conversation she had had with Mr. Jennings, and desired me to pursue negotiations with her with reference to the sale of her property, which I positively declined, stating to her that I knew nothing about her business or the mechanical appliances used in the same, and that I could not pursue any negotiations with her with reference to the same, but that if, after reflection, she yet desired to do so, some of our people familiar with the lubricating oil business would take up the question with her. She was very desirous to begin negotiations, but I declined to negotiate and advised her not to take any hasty action, as from her own statements there was no such change in the condition of the business as to discourage the expectation that she could do as well in the future as she had in the past. When she responded expressing her fears about the future of the business, stating that she could not get cars to transport sufficient oil, and other similar remarks, I stated to her that though we were using our cars and required them in our own business, yet we would loan her any number she required or do anything else in reason to assist her, and I saw no reason why she could not prosecute her business just as successfully in the future as in the past. This is the last interview I had with her. Affiant thinks it is true that Mrs. B. stated in the course of the conversation in substance that “the B. Oil Company was entirely in the power of the Standard Oil Company, and that all she could do would be to appeal to affiant’s honour as a gentleman and to his sympathy to do with her the best that he could do.” To the statement that she was in the power of the Standard Oil Company, affiant made a positive denial, and stated to her there was no foundation for the fears she expressed, and in this connection made the offer to her to furnish her with cars. He cannot remember what was said by Mrs. B. at this interview in relation to an agreement upon the part of the Standard Oil Company not to touch the lubricating branch of the trade. It is true that the Standard Oil Company had a contract with the B. Oil Company, made early in 1873, terminable on sixty days’ notice by either party, in reference to carbon oil only—which contract had been voluntarily assumed by the B. Oil Company—and it was entirely optional with the said B. Oil Company to discontinue said contract upon a notice of sixty days and thereby relieve itself from its obligations if it so desired; but said contract was continued in full force and effect up to the time of the sale by Mrs. B. of her interest in said B. Oil Company; but the Standard Oil Company had no contract with B. Oil Company by which it “agreed not to touch the lubricating branch of the trade,” nor did it have any contract with the said B. Oil Company having reference in any particular to the lubricating oil business, nor did affiant have any such contract. While affiant declined to enter into a negotiation with the said Mrs. B., it may be true that during the interview alluded to he said to her that in case a sale were made
she could retain whatever stock in the B. Oil Company she desired. As a result of the negotiations, in which affiant took no part, the construction and good-will of the B. Oil Company was purchased for sixty thousand dollars, which was at least twenty thousand dollars in excess of its value, and largely in excess of the value placed upon it by Mrs. B. in the interview above referred to between Mr. Flagler and affiant with her in 1876. In addition to the construction and good-will which was purchased for the sum of sixty thousand dollars, there was purchased of the B. Oil Company its entire stock of oils on hand at the full market value, and the sum paid for same amounted to $19,144.49, making an aggregate of $79,144.49, and did not include any other assets of the company, such as cash, accounts receivable and accrued dividends. With respect to the allegation in said affidavit that “Mrs. B., seeing that the property had to go, asked that she might, according to the understanding with the president of the company, retain fifteen thousand dollars of her stock,” so far as said statement implies that she was parting with her property under any duress, restraint, or undue influence, or was forced thereto by any acts of the Standard Oil Company, the same is absolutely false; and it is also false that she ever had any understanding with the president of the Standard Oil Company that she should retain fifteen thousand dollars of the stock of the B. Oil Company, nor was there any reference to that subject save as is hereinbefore stated; and if the said Mrs. B. refers to this affiant in that connection wherein she says that “to this request the reply was, ‘No outsider can have any interest in this concern’ and ‘that said Standard Oil Company had dallied as long as it would over this matter, that it must be settled up that day or go, and insisted upon her signing the bond above referred to,’” the same is also false; nor has he any knowledge that during said negotiation any such language was ever used, or that the negotiations were ever carried on or closed in any such spirit.
Affiant says that it is not true that he made any promises that he did not keep in the letter and spirit; and it is not true that he was instrumental to any degree in her being obliged to sell the property much below its true value; and he avers that she was not obliged to sell out, and that such sale was a voluntary one upon her part and for a sum far in excess of its value, and that the construction which was purchased of her could be replaced for a sum not exceeding twenty thousand dollars.
On Saturday, the ninth day of November, 1878, the negotiations were closed and payments made to Mrs. B. Affiant had no knowledge of dissatisfaction upon her part until the receipt of a letter dated Monday, November 11, which reached him on the 12th, and on November 13 the reply thereto was made, copy of which is as follows:
November 13, 1878.Dear Madam: I have held your note of 11th inst., received yesterday, until to-day, as I wished to thoroughly review every point connected with the negotiation for the purchase of the stock of the B. Oil Company, to satisfy myself as to whether I had
unwittingly done anything whereby you would have any right to feel injured. It is true that in the interview I had with you I suggested that if you desired to do so you could retain an interest in the business of the B. Oil Company by keeping some number of its shares, and I then understood you to say that if you sold out you wished to go entirely out of the business. That being my understanding, our arrangements were made in case you concluded to make the sale, that precluded any other interests being represented, and therefore when you did make the inquiry as to your taking some of the stock our answer was given in accordance with the facts noted above, but not at all in the spirit in which you refer to the refusal in your note. In regard to the reference that you make as to my permitting the business of the B. Oil Company to be taken from you, I say that in this, as in all else that you have written in your letter of 11th inst., you do me most grievous wrong. It was of but little moment to the interests represented by me whether the business of the B. Oil Company was purchased or not. I believe that it was for your interest to make the sale, and am entirely candid in this statement, and beg to call your attention to the time, some two years ago, when you consulted Mr. Flagler and myself as to selling out your interests to Mr. Rose, at which time you were desirous of selling at considerably less price, and upon time, than you have now received in cash, and which sale you would have been glad to have closed if you could have obtained satisfactory security for the deferred payments. As to the price paid for the property, it is certainly three times greater than the cost at which we could now construct equal or better facilities; but wishing to take a liberal view of it, I urged the proposal of paying the sixty thousand dollars, which was thought much too high by some of our parties. I believe that if you would reconsider what you have written in your letter, to which this is a reply, you must admit having done me great injustice, and I am satisfied to await upon your innate sense of right for such admission. However, in view of what seems your present feelings, I now offer to restore to you the purchase made by us, you simply returning the amount of money which we have invested and leaving us as though no purchase had been made. Should you not desire to accept this proposal, I offer to you one hundred, two hundred, or three hundred shares of the stock at the same price that we paid for the same with, this addition that if we keep the property we are under engagement to pay into the treasury of the B. Oil Company an amount which, added to the amount already paid, would make a total of $100,000, and thereby make the shares one hundred dollars each. That you may not be compelled to hastily come to conclusion, I will leave open for three days these propositions for your acceptance or declination, and in the meantime, believe me,
Yours very truly,John D. Rockefeller.To which letter no reply was ever received, and since which time affiant has had no communication with Mrs. B. upon any subject.
Affiant says that he has had his attention called to the affidavit of Daniel Shurmer, filed in this case October 18, 1880, and to the language as follows: “That the Standard Oil Company had already squeezed out one refining concern with which he was connected, whereby he had lost over twenty thousand dollars.” Affiant says that the same is false, as nothing of the kind ever occurred. Affiant says that he conducted most of the negotiations which led to the making of the contract with defendants, and that at no time previous or during the same were any threats made by him or any officer of the Standard Oil Company or agent to his knowledge to the effect that the firm of Scofield, Shurmer and Teagle would be ruined if they did not make such a contract, and no promises were made by him nor anybody else in behalf of said Standard Oil Company to said Shurmer or any of the defendants, that if said contract was signed the Standard Oil Company and defendants would control and monopolise the whole refining business in Cleveland; nor is it true, as alleged by said Shurmer, that he was reluctant to enter into said agreement, but, so far as affiant knows, the said Shurmer was anxious to make the arrangement, believing it to be a profitable one for the defendants. That some time in the year 1872, when the refining business of the City of Cleveland was in the hands of a number of small refineries and was unproductive of profit, it was deemed advisable by many of the persons engaged therein, for the sake of economy, to concentrate the business and associate their joint capital therein. The state of the business was such at that time that it could not be retained profitably at the City of Cleveland by reason of the fact that points nearer the Oil Regions were enjoying privileges not shared by refiners at Cleveland, and could produce refined oil at a much less rate than could be made at this point. That it was a well-understood fact at that time among refiners that some arrangement would have to be made to economise and concentrate the business or ruinous losses would not only occur to the refiners themselves, but ultimately Cleveland as a point of refining oil would have to be abandoned. At that time those most prominently engaged in the business here consulted together, and as a result thereof several of the refiners conveyed to the plaintiff their refineries and had the option in pay therefor to take stock in the Standard Oil Company at par or to take cash. That at this time the Standard Oil Company, by reason of its facilities and large cash capital, was agreed upon as the one best adapted to concentrate the business, and for no other reason whatsoever. That said Standard Oil Company had no agency in creating this state of things which made that change in the refining business necessary at that time, but the same was the natural result of the trade; nor did it in the negotiations which followed use any undue or unfair means, but in all cases, to the general satisfaction of those whose refineries were acquired, the full value thereof either in stock or cash was paid, as the parties preferred.
Since that time the Standard Oil Company, by diligent and faithful attention to its business, by the exercise of the most rigid economy, by promptly taking advantage of all legitimate business opportunities, has acquired large and valuable property
at Cleveland with a capacity to refine oil largely in excess of any local refinery, but he denies that from 1872 to the present time, by any conclusion, conspiracy, or undue means from first to last, the present standing and capacity of the Standard Oil Company has been acquired, or that it seeks to maintain its hold upon business through any purpose to create or maintain a monopoly. John D. Rockefeller.
[Transcript of record, Supreme Court of the United States, October term, 1886. Number 1,290. The Lake Shore and Michigan Southern Railway Company, plaintiff in error, vs. Scofield, Shurmer and Teagle, in error to the Supreme Court of the state of Ohio, pages 14–21.]
This cause came on to be heard upon the pleadings, exhibits, and testimony, and was argued by counsel; in consideration whereof the plaintiffs, having moved for a reservation to the Supreme Court, the judges are unanimously of opinion that important and difficult questions exist in the case, making it proper that the same should be reserved to the Supreme Court for decision, which questions embrace the following propositions:
1st. Is this a case upon the face of the petition and under the laws of the state in which the court ought to interfere by injunction?
2nd. Whether such remedy by injunction will apply as well to the case of shipments over the defendants’ road alone, as to cases of through shipments over such road and connecting roads?
3rd. What are the duties and obligations of common carriers at common law as distinguished from the statutory provisions of this and other states and countries?
4th. Are the defendants at common law obliged to carry freight at the same price for all parties or members of the public, without regard to quantity or circumstances connected with the transportation?
5th. May the defendant, as a common carrier and a corporation organised for that purpose, contract with a party controlling 90
100 or more of all the freight of a particular class, at a given city or point, to carry the same for less than general tariff rates, in consideration that it shall receive all the freight thus controlled by such party?6th. May the defendant, as a common carrier, in consideration of receiving all the freight of such party, that the quantity shall not be diminished, and that terminal facilities as to loading, unloading, and delivering the freight shall be furnished different from regular or usual freight and with less expense and risk to the carrier, contract to carry such freight, with such convenience and benefits, for less than general tariff rates to the public?
7th. May the defendant, as common carrier, transport over its road large quantities
of oil, amounting to many full car-loads per day, for a less price per car-load than it charges the public generally per barrel or for single car-loads or less, provided all persons are charged like prices for like quantities? 8th. May defendant, as common carrier, make any distinction in prices for carrying like freight on the ground of quantity and covenants to continue the same if thereby it can make a greater profit than to charge the same prices for quantities small and great? Is defendant, under all circumstances, obliged to charge the same prices per ton or other quantity, for the same distance, to all persons tendering freight of the same class, or may it, in good faith and without intention to injure other producers or patrons, contract to carry for one party at a less price than general rates if thereby it can secure a large and profitable business which would otherwise be diverted from it, in whole or part?
8½. Should decree be rendered for plaintiffs; and, if so, to what extent should it be enforced—only within the bounds of the state or to all parts of the country within or without the state, to all points reached by defendant and connecting lines?
9th. Was section 3373 of the Revised Statutes intended to apply to cases like the present, and under it is there any authority for the injunction relief prayed for in this action?
10th. Whether upon such shipments so made by the defendant’s cars by the barrel, either in car-load lots or in less amounts, the plaintiffs are, either by common law or by the Ohio statutes on the subjects, entitled to have their said products carried at the same rate of charge between like points of shipment as are allowed to said Standard Oil Company or other shippers, either to points on its line or branches of said road beyond?
11th. Whether the defendant, as a common carrier, may exact from the plaintiffs upon such shipments in barrels any amount greater than the amount charged to said Standard Oil Company upon shipment of like amounts by such tank-cars so long as the plaintiffs offer to ship by their own tank-cars on substantially like terms?
12th. Whether, if such defendant can be required to give to said plaintiffs equal rates of freight upon its shipments with those allowed said Standard Oil Company to points upon its line and branches, it can be required to give as low a rate to terminal points as the rate it receives for its proportion of the service to such points, on shipments to points beyond, and on its connecting lines on a through rate fixed by it, and such connecting line or lines for the through shipment?
13th. Whether the fact of the existence of such arrangement, and the fact of the said Standard Oil Company being a shipper in amounts larger than the plaintiffs, is any justification for the making of such charges to the plaintiffs in excess of such charges made to said Standard Oil Company? And in order that the same may be legally presented to said Supreme Court, the District Court do find the facts as follows:
1st. The court find the plaintiffs are, and since 1875 have been, partners, carrying on,
in a large way, at Cleveland, Ohio, where this refinery is situated, the business of refining petroleum and selling the refined product mainly throughout the territory west and northwest of Cleveland, and extending throughout the Western and Northwestern states, this business being one in which they have invested a large amount of capital, and in which they have established a large and profitable trade throughout such territory, which constitutes the natural market for the sale of such products manufactured at Cleveland, the cost of plaintiffs’ refining being about $70,000, with a refining capacity of about 150,000 barrels per year. 2nd. That the defendant is a consolidated railroad company, owning and operating a railroad extending from Buffalo, in the state of New York, to Chicago, in the state of Illinois, and passing through parts of the states of New York, Pennsylvania, Ohio, Indiana, Michigan, and Illinois, and also owning and operating branches from Toledo, in the state of Ohio, to Detroit, in the state of Michigan, and also from White Pigeon, in the state of Michigan, to Grand Rapids, in the state of Michigan.
3rd. That said railroad, so far as the same is constructed and operated in the state of Ohio, extends from the Easterly line of Ashtabula County to the Westerly line of Williams County; that it is a corporation engaged as common carrier in the business of transporting persons and property for hire and reward over its said line of road and branches.
4th. That it crosses and connects with other lines of railroads at Toledo, Coldwater, and Chicago, over which it can and does forward passengers and freight to their destination and consignment points as requested and directed; that it holds itself out as ready to make and does make the rates to points reached by connecting roads; that defendant, as such common carrier, has been accustomed to receive for transportation property over its line and branches to points beyond the termini of the same by delivering the same at such termini to connecting roads for carriage to the points of consignment.
5th. That the rates for such through freights are fixed by agreement between the different companies owning the lines over which such freights are carried, and not by the defendant alone, and are charged by like agreement, from time to time.
6th. That what are termed local rates, being for property received and delivered at points on the line of defendant’s road, are fixed exclusively by the defendant.
7th. That some of the towns and cities on the main line and branches of the defendant’s road can only be reached by shippers from Cleveland over its said road and branches; and all of them, as well as the towns on most of its connecting branches, can be most directly reached by means of its line from Cleveland.
8th. That the defendant is sufficiently supplied with cars and engines and appliances for transportation necessary to enable it, in the ordinary course of its business, to receive and carry for the plaintiffs such products from Cleveland to such markets.
9th. That for a period of time extending back beyond the time when plaintiffs commenced
the manufacture of oil in the City of Cleveland, the defendant has published for the benefit of the public, tariff rates for local and through freights, which have been frequently changed, and including rates for the carriage of oil in barrels. 10th. The plaintiffs commenced and established their present business in Cleveland in the spring or summer of 1875, and subsequently, in July, 1876, became engaged in the same by arrangement with the Standard Oil Company to the partial extent of their own manufacturing establishment.
10½. That during the time in the petition named the Standard Oil Company, the plaintiffs’ principal competitor in business, has also been and still is engaged in a like business with them, it having at Cleveland a large refinery from which it sells like products in same markets; that the refineries of both are situate on the line of railroads other than that of the defendant, but having like connection with it; that each has switch tracks extending to their refineries from the main lines of its roads on which they are situate, by means of which shipments from them are made, the course of business in making shipments by defendant’s road by the car-load (which is the manner in which nearly all the business is done) being for the defendant, on request of either, to furnish its cars, which are switched from its connecting track by the road on which the refineries are situate to the refineries, then loaded by the shippers, and by said road drawn out and placed on the defendant’s tracks for shipment by its road. By some traffic arrangement between the roads a switching charge per car for such service is charged by the local road against the defendant, which is by it at its discretion charged against the shippers with its general freight charge. Upon shipments in less than car-load lots delivery is made to the defendant’s freight depot.
11th. That the Standard Oil Company was then, and ever since has been, engaged in the same business at Cleveland and elsewhere, and did then and ever since has manufactured and shipped more than ninety one-hundredths of all the illuminating oil and products of petroleum manufactured and shipped at and from the City of Cleveland.
12th. The court further find that prior to 1875 it was a question whether the Standard Oil Company would remain in Cleveland or remove its works to the oil-producing country, and such question depended mainly upon rates of transportation from Cleveland to market; that prior thereto said Standard Company did ship large quantities of its products by water to Chicago and other lake points, and from thence distributed the same by rail to inland markets; that it then represented to defendant the probability of such removal; that water transportation was very low during the season of navigation; that unless some arrangement was made for rates at which it could ship the year round as an inducement, it would ship by water and store for winter distribution; that it owned its tank-cars and had tank-stations and switches or would have at Chicago, Toledo, Detroit, and Grand Rapids, on and into which the cars and oil in bulk could be delivered and unloaded without expense and annoyance to defendant;
that it had switches at Cleveland leading to its works at which to load cars, and would load and unload all cars; that the quantity of oil to be shipped by the company was very large, and amounted to 90 per cent. or more of all the oil manufactured or shipped from Cleveland, and that if satisfactory rates could be agreed upon it would ship over defendant’s road all its oil products for territory and markets west and northwest of Cleveland, and agree that the quantity for each year should be equal to the amount shipped the preceding year; that upon the faith of these representations the defendant did enter into the contract and arrangement substantially as set forth in defendant’s answer; that the rates were not fixed rates, but depended upon the general card tariff rates as charged from time to time, but substantially to be carried from time to time for about ten cents per barrel less than tariff rates, and, in consideration of such reduced rates as to bulk oil, the Standard Company agreed to furnish its own cars and tanks, load them on switches at distributing points, and unload them into distributing tanks, and was also to load and unload oil shipped in barrels, and without expense to defendant, and with, by reason thereof, less risk to defendant, which entered into the consideration, and was also to ship all its freight to points west and northwest of Cleveland, except small quantities, to lake ports not reached by rail, and to so manage the shipments, as to cars and times, as would be most favourable to defendant; that defendant then agreed to said terms; that said agreement so made in 1875 has remained in force ever since. 13th. That at a cost exceeding $100,000 said Standard Company had and constructed the terminal facilities promised and herein found; that, in fact, the risk of danger from fire to defendant, the expense of handling, in loading and unloading, and in the use of the standard tank-cars is less (but how much the testimony does not show) than upon oil shipped without the use of such or similar terminal facilities; that said Standard Company commenced by shipping about 450,000 barrels a year over defendant’s road, which increased from year to year until, in 1882, the year before the filing the petition in this action, the quantity so shipped on defendant’s road amounted to 742,000 barrels, equal to 2,000 barrels or one full train-load per day.
14th. That said arrangement was not exclusive, but was at all times open to others shipping a like quantity and furnishing like service and facilities; that it was not made or continued with any intention on the part of the defendant to injure the plaintiffs in any manner; that plaintiffs knew of an arrangement between defendant and Standard Oil Company years before January 1, 1880, and on or about July 20, 1876, contracted with the Standard Company to give it the control of the shipments of plaintiffs’ oil and the plaintiffs the benefit, if any, of any arrangements then existing or that might thereafter exist with the Standard Oil Company upon shipment of oil, and which plaintiffs received until about January 1, 1880, when they ceased operating with the Standard Oil Company, and thereafter were charged and paid the regular tariff rates
published by defendant and by it charged and collected from all the public except the Standard Oil Company under the arrangement aforesaid. 15th. That the testimony on behalf of the plaintiffs fails to show the quantity manufactured or shipped by them, and how much they could or would ship by defendant’s road if the Standard Company were charged tariff rates, does not appear in the testimony, although the testimony does show that plaintiffs shipped many car-loads, but the court find that the Standard Company have shipped and do ship over defendant’s road more than 90
100 of all the oil manufactured at and shipped from Cleveland.16th. The court further find that at the time of filing the petition, and at all times after November 29, 1882, the prices charged the Standard Company from Cleveland to Chicago was fifty cents per barrel on oil in barrels, and forty dollars for each tank-car; that at the time of filing the petition, and from and after May 19, 1883, the tariff rate between the points aforesaid was sixty cents per barrel, while from November 20, 1882, to May 19, 1883, the tariff was seventy cents per barrel; that prior to the dates aforesaid the tariff rates and rates to the Standard frequently changed, and the difference was frequently greater than after said dates; that sixty-one barrels constitute a car-load and eighty barrels are estimated to the tank, but that some tanks hold one hundred and some one hundred and twenty barrels, and that at no time were tariff rates made or published for tank-cars carried by defendant with refined oil except when furnished by said Standard Company.
17th. That after said May 19th, 1883, about the same difference of ten cents per barrel existed between tariff rates and the prices charged to the Standard Oil Company to the different points along the line and consignment points beyond the termini of defendant’s road; that five barrels of oil make a ton, and that the prices charged the Standard after November, 1882, from Cleveland to Chicago, amounted to 70
100 of one cent per ton, per mile, and tariff rates to 83
100 of one cent per ton per mile; that the contract of arrangement made with defendant has been largely profitable to defendant; that during the season of water navigation the Standard Company could have shipped to said distributing points on vessels by the lakes and river barreled oil for a less sum than the rates charged to it by defendant—to plaintiffs and the public were reasonable rates in themselves.18th. That the defendant from time to time published and still does publish and hold forth to the public a certain printed tariff of rates of charge for the shipment and delivery of all classes of freight, including the products of the plaintiffs’ refinery, between Cleveland aforesaid and the various towns and cities upon its said line, branches, and connecting lines, and has refused and still does refuse to ship such products for the plaintiffs to any of such points named in its tariff or schedule except for the prices therein named; and that such schedule fixes the prices for oil shipment at so much per barrel to the public, irrespective of their being shipped in barrels by ordinary freight cars or in bulk by means of tank-cars.
19th. That the plaintiffs have since December, 1879, frequently applied to the defendant both for reduced rates upon such tariff rates and for like rates with those made to such Standard Oil Company, both upon their general shipments by the ordinary freight cars of the defendant and also upon shipments to be by them made in bulk by means of tank-cars owned by them, they proposing to load and unload the same at terminal points, and to assume all risks by fire or leakage; but that the defendant has and still does refuse to allow them by either course of shipment rates less than such tariff rates, the tariff charged and demanded upon such shipments in bulk being on the basis of eighty barrels allowed to be shipped by each tank-car. 20th. The defendant has received ever since the first day of December, 1879, and still does receive from said Standard Oil Company at Cleveland and ship for him, like products to those of the plaintiffs at rates much less than such schedule rates, and receives and ships for said Standard Oil Company oil for shipment in bulk to such points by means of tank-cars of said Standard Company at rates much less than said schedule rates and much less than the rates allowed to said company for the shipment of oil by barrels in ordinary freight cars, and that such reduced rates to said Standard Oil Company by means of such tank-cars are allowed both by the making to it a lower rate upon its shipments by the defendant’s cars in barrels, and also by means of its being allowed to ship by means of its said tank-cars to their full capacity, running from 80 to 120 barrels each, and averaging over 100 barrels each, and the reduced rate being charged on a basis of 80 barrels per car. The defendant charged the plaintiffs the switching charge, and omitted to charge the same to the Standard Oil Company; that it was a further part of such understanding, that should the defendant give to other shippers like rates, said Standard Oil Company would as far as possible withdraw from it its shipments; and that for the purpose of effectually securing at least the greater part of said trade, the defendant, on the completion of the New York, Cleveland and St. Louis Railway, a competing line from Cleveland to the West, in the year 1883 entered into a traffic arrangement with it, giving to it a portion of the shipments of said Standard Oil Company west, on a condition of its uniting with it in the carrying out of such understanding as to reduced rates to said Standard Company, which arrangements still exist.
21st. That upon the shipment made by the defendant for said Standard Oil Company of such products the rates paid for shipment to points of delivery upon the defendant’s connecting lines and beyond its line have been and are less for the rateable amount of carriage charged for the distance transported over its own line, than said schedule rates or than the lower rates charged to said Standard Oil Company for shipments to the terminal points at which said shipments went from said road to its connecting line; how much less the defendant has refused to state.
22nd. That the reduced rates charged to said Standard Oil Company upon its shipments are arrived at by charging upon such shipments full tariff rates, and afterward,
in accordance with some prearranged method agreed on with said Standard Oil Company, refunding to it a portion of the freight so charged and collected, the amount refunded being known as a “drawback” or “rebate.” 23rd. That the evidence does not establish the fact whether or not all the various advantages claimed as secured to defendant by its contract with the Standard Oil Company are the equivalent for the discrimination made to it in freights.
NUMBER 46 (See page 2080)
LETTER OF EDWARD S. RAPALLO TO GENERAL PHINEAS PEASE, RECEIVER CLEVELAND AND MARIETTA RAILROAD COMPANY
[Proceedings in Relation to Trusts, House of Representatives, 1888. Report Number 3,112, pages 576–577.]
32 Nassau Street, New York, March 2, 1885.General Phineas Pease,Receiver Cleveland and Marietta Railroad Company.Dear Sir: My opinion is asked as to the legality of your making such an arrangement with the Standard Oil Company as set forth below.
The facts, as I understand them, are as follows:
The Standard Oil Company proposes to ship or control the shipping of a large amount of oil over your road, say a quantity sufficient to yield to you $3,000 freight per month. That company also owns the pipes through which oil is conveyed from the wells owned by individuals to your railroad, except those pipes leading from the wells of George Rice, which pipes are his own. The company has, or can acquire, facilities for storing all its oil until such time as it can lay pipes to Marietta, and thus deprive your company of the carriage of all its oil.
The amount of oil shipped by Mr. Rice is comparatively small, say a quantity sufficient to yield $300 per month for freight.
The Standard Oil Company threatens to store, and afterward pipe all oil under its control unless you make the following arrangements, viz.: You shall make a uniform rate of thirty-five cents per barrel for all persons excepting the Standard Oil Company; you shall charge them ten cents per barrel for oil and also pay them twenty-five cents per barrel out of the thirty-five cents collected from other shippers.
It may render the subject less difficult of consideration to determine, first, those acts which you cannot with propriety do as receiver.
You are by the decree vested with all the powers of receiver, according to the rules and practice of the court; are directed to continue the operations of the railroad and can safely make disbursements from such moneys as come into your hands for such purposes only as the decree directs, viz.: wages, interest, taxes, rents, freights, mileage on rolling stock, traffic balances and certain debts for supplies.
In my opinion this would not protect you in collecting freight from one shipper and paying it over to another.
All moneys received, therefore, from any person for freight over your road, must pass into your hands and there remain to be disbursed by proper authority. After an examination of your statute, however, I find no prohibition against your allowing
a discount, or charging a rate less than a schedule rate to a shipper on account of the large amount shipped by him. As you are acting, therefore, in the interest of the company, and endeavouring to increase its legitimate earnings as much as possible, I find nothing in the statutes to prevent your making a discrimination, especially where the circumstances are such that a large shipper declines to give your road his freight unless you allow him to ship at less than the schedule rates. Therefore, there is no legal objection to the making of an arrangement which in practical effect may be the same as that proposed, provided the objections pointed out above are obviated.
You may with propriety allow the Standard Oil Company to charge twenty-five cents per barrel for all oil transported through their pipes to your road, and I understand from Mr. Terry that it is practicable to so arrange the details that the company can, in effect, collect this direct, without its passing through your hands. You may agree to carry all such oil of the Standard Oil Company or of others delivered to your road through their pipes, at ten cents per barrel. You may also charge all other shippers thirty-five cents per barrel freight, even though they delivered oil to your road through their own pipes, and this I gather from your letter and from Mr. Terry would include Mr. Rice.
You are at liberty, also, to arrange for the payment of a freight by the Standard Oil Company calculated upon the following basis, viz.:
Such company to be charged an amount equal to ten cents per barrel, less an amount equivalent to twenty-five cents per barrel upon all oil shipped by Rice, the agreement between you and the company thus being that the charge to be paid by them is a certain sum ascertained by such a calculation. If it is impracticable so to arrange the business that the Standard Oil Company shall, in effect, collect the twenty-five cents per barrel from those persons using the company’s pipes from the wells to the railroad without its passing into your hands, you may properly also deduct from the price to be paid by this company an amount equal to twenty-five cents per barrel upon the oil shipped by such persons provided your accounts, bills, vouchers, etc., are consistent with the real arrangement actually made, you will incur no personal responsibility by carrying out such an arrangement as I suggest. It is possible that by a proper application to the court, some person may prevent you in the future from permitting any discrimination. Even if Mr. Rice should compel you, subsequently, to refund to him the excess charged over the Standard Oil Company, the result would not be a loss to your road, taking into consideration the receipts from the Standard Oil Company, if I understand correctly the figures. There is no theory, however, in my opinion under the decisions of the courts, relating to this subject, upon which, for the purpose, an action could be successfully maintained in this instance.
Yours truly,Edward S. Rapallo.
NUMBER 47 (See page 2084)
TESTIMONY OF F. G. CARREL, FREIGHT AGENT OF THE CLEVELAND AND MARIETTA RAILROAD COMPANY
[In the case of Parker Handy and John Paton, Trustees, vs. The Cleveland and Marietta Railroad Company et al., Circuit Court of the United States, Southern District of Ohio, Eastern Division.]
Q. The auditor reports it (the $340) remitted on October 29, 1885. Please state by whom it was held from the first of May to that time.
A. We might as well go back of that, and I will make a clean sweep, so far as I am concerned. This overcharge of twenty-five cents was held by the Macksburg Pipe Line Company. Whether this was my fault or the fault of the general agent I am not able to say. I know no difference between Mr. Rice’s oil and the Pipe Line Company’s.
Q. The books of the company show from the 26th of March, 1885, until April 28, 1885, Mr. Rice shipped from Macksburg to Marietta 1,360 barrels; that upon these shipments $340, or twenty-five cents per barrel, were reported to the auditor of the Cleveland and Marietta Railway upon the 29th of October. Who sent the money—$340—to the railroad company, and who reported the amount of money to the auditor?
A. If I understand correctly, if it is the amount I think it is, that is the amount for overcharge. It came through my office.
Q. In whose hands had the $340 been from the time paid by Mr. Rice until it was sent by you to the bank at Cambridge?
A. I received check from Pipe Line.
Q. How soon did you send money to Cambridge after receiving check?
A. I think the next day.
Q. How did you come to get that check?
A. I don’t understand.
Q. Did you go after it?
A. No, sir; it was sent to me by mail.
Q. Where was it mailed?
A. Oil City, I think.
Q. By whom was the check signed? A. By the treasurer, J. R. Campbell, I think.
Q. If I understand the arrangement during the month of April, 1885, you collected thirty-five cents per barrel for all oil shipped by George Rice, and paid ten cents to the receiver of the railroad company and twenty-five cents to the Macksburg Pipe Line?
A. Yes, sir; as long as Mr. Rice shipped.
Q. Afterwards the Macksburg Pipe Line Company sent the money thus paid to it to you, and you paid the money into the depository of the railroad company on the 29th of October, 1885?
A. Yes, sir.
NUMBER 48 (See page 2084)
REPORT OF THE SPECIAL MASTER COMMISSIONER GEORGE K. NASH TO THE CIRCUIT COURT
[In the case of Parker Handy and John Paton, Trustees, vs. The Cleveland and Marietta Railroad Company et al., Circuit Court of the United States, Southern District of Ohio, Eastern Division.]
To the Honoured the Circuit Court of the United States,Southern District of Ohio, Eastern Division.By an order of your court made on the 18th day of December, 1885, in the case of Parker Handy and John Paton, Trustees, vs. The Cleveland and Marietta Railroad Company et al., I was appointed a special master commissioner to investigate and report to the court for its action what discriminations have been made in freights by Receiver Pease, or during his administration by those under him, and to this end I was authorised to summon and examine witnesses and to cause their testimony to be reduced to writing so far as in my discretion it might be necessary. I was also required to inquire fully and particularly into the facts and report to the court what discriminations had been made, under what arrangements and to what extent, and to report fully all the facts and show to what extent and under what circumstances discriminations have been made against shippers as well as in favour of shippers, and by whom such discriminations were authorised and by whom made. In compliance with this order I proceeded to examine the matters therein referred to, and in the course of such examination called the following-named persons as witnesses:
T. D. Dale, C. C. Pickering (auditor of the Cleveland and Marietta Railroad Company under Receiver Pease), F. G. Carrel, J. E. Terry, Daniel O’Day, George Rice, H. L. Wilgus, W. H. Slack, W. J. Cramm, George Best, Jr., and J. C. McCarty, whose evidence I caused to be reduced to writing by A. C. Armstrong, a stenographer, and is herewith submitted.
I find from the evidence that soon after General Pease was appointed receiver of the Cleveland and Marietta Railroad, an arrangement was entered into with Daniel O’Day and W. T. Scheide, by which it was agreed that the rate to be charged by Receiver Pease and his subordinates upon all crude oil shipped from Macksburg and vicinity upon the line of the Cleveland and Marietta Railroad Company to Marietta
should be thirty-five cents per barrel; that the agent of the receiver at Marietta should also pay the agent of the parties represented by O’Day and Scheide; that his compensation was to be $85 per month, $60 of which was to be paid by Receiver Pease and $25 by the parties represented by O’Day and Scheide; that it was the duty of this joint agent (one F. G. Carrel) to collect from all shippers the sum of thirty-five cents per barrel, and to account to Receiver Pease for ten cents of this sum, and to the parties represented by O’Day and Scheide for the balance. This arrangement went into force on the 20th day of March, 1885, and continued in force until September, 1885, at which time one George Rice made complaint to your court that discriminations were being made by the receiver against oil shippers. Negotiations for this arrangement were opened in the City of Toledo on the 8th day of February, 1885, at a meeting which was attended by Daniel O’Day, W. T. Scheide, A. G. Blair (acting general freight and passenger agent of the receiver of the Wheeling and Lake Erie Railroad Company), and J. E. Terry (general freight and passenger agent of Pease, the receiver of the Cleveland and Marietta Railroad Company). The agreement above referred to was substantially reached at this meeting. Mr. Terry reported the same to General Pease, receiver of the Cleveland and Marietta Railroad Company, who thereupon wrote a letter to his general counsel in New York, asking advice in regard thereto, which letter was transmitted to said counsel by J. E. Terry in person. E. S. Rapallo, an attorney in New York City, replied to the letter of General Pease, and a copy of his letter is now on file in your court and is a part of a report filed by General Pease in November, 1885. This arrangement seems to have been entered into with full knowledge of General Pease, the receiver, and after consultation with his counsel, and with the full knowledge of his general freight and passenger agent, J. E. Terry.
George Rice was the owner of certain oil wells in the Macksburg Oil Region and he also purchased some oil from the owners of certain other wells in the same district. The oil which he produced and also the oil which he purchased he was in the habit of transporting to his refinery at Marietta, Ohio, by means of the Cleveland and Marietta Railroad. Before the arrangements to which I have referred went into effect he had been charged upon the shipment made by him the sum of seventeen and one-half cents per barrel. After the 20th of March, 1885, he was charged thirty-five cents per barrel upon all oil shipped by him. Between the 20th of March and the 30th of April following, Mr. Rice shipped from Macksburg to Marietta over the Cleveland and Marietta Railroad, 1,360 barrels of oil. Upon this oil he was charged thirty-five cents per barrel, or the sum of $476. This money was collected by F. G. Carrel, the agent of the receiver and also the agent of the parties represented at Toledo by O’Day and Scheide. This money was divided according to the agreement, and $136 was sent by Carrel to the bank of the receiver at Cambridge, Ohio, and the remaining $340, or twenty-five cents for each barrel of oil shipped by Rice, was sent by Carrel to
the oil parties who had their headquarters at Oil City, Pennsylvania. On or about the 29th of October, 1885, this $340 was returned to Mr. Carrel at Marietta, by a check from Oil City, which check was signed by one J. R. Campbell, treasurer. This money was sent by Carrel to the bank in Cambridge in which the receiver made his deposits. It will be observed that this money was returned from Oil City some ten or twelve days after Judge Baxter made his order directing the receiver to make a report showing what discriminations, if any, had been made by him in the shipments of oil, which order had been obtained upon the complaint of George Rice. It was also returned after a consultation had by J. E. Terry with Daniel O’Day in the City of Cleveland. Mr. Terry states that the receiver was made acquainted with the steps taken by him in connection with this transaction. The receiver did not submit himself to an examination in regard to this matter, but filed an affidavit with me which I attach to this report, in which he states in substance that he did not know at the time he filed his reports with your court that that part of the agreement between himself and the oil parties which required that twenty-five cents per barrel of the moneys collected by him should be paid to the oil parties had been carried out, or that the money thus paid by Rice, and by Carrel paid over to the oil parties, had been returned. The reason given by Receiver Pease and by Mr. Terry for entering into this agreement was that the parties represented by O’Day and Scheide were threatening to put down a pipe-line from Macksburg to Parkersburg, through which to transport the oil produced by them in this region to the latter city, and that if this threat was carried out, the Railroad Company would be prevented from carrying oil produced by them to Marietta. They further stated that in consideration of the arrangement to which I have referred, the parties represented by O’Day and Scheide agreed not to put down a pipe-line, but to ship their oil over the Cleveland and Marietta Railroad. As soon as George Rice found that the rates on oil had been raised from seventeen and one-half to thirty-five cents per barrel, and that he could not get any better terms for his shipment from the railroad, he commenced to lay a pipe-line from his wells in the Macksburg field to Lowell, on the Muskingum River. This line was completed about the first of May, 1885, and from that time he transported all his oil through this pipe to Lowell, and thence shipped it to Marietta by boat on the Muskingum River. As soon as the parties represented by O’Day and Scheide ascertained that Rice was putting down a pipe-line, they proceeded also to lay a pipe-line from the Macksburg oil field to Parkersburg, in West Virginia. Since the completion of their pipe-line all the oil sent to Parkersburg and Marietta has been sent through this pipe-line. For several months they continued to ship some of their oil North over the Cleveland and Marietta Railroad to Cleveland, but during the last two months these shipments have ceased, and all the oils now produced by the parties represented by O’Day and Scheide are sent by them through their pipe-line to Parkersburg.
Mr. Rice, since the completion of his pipe-line, has shipped through it to Marietta
more than forty-five thousand barrels of oil. The shipments by Mr. Rice might have been retained for the benefit of the railroad had the rate of seventeen and one-half cents per barrel been continued. It is probable that had not the arrangement which we have been considering been entered into, a line would have been put down by the parties represented by O’Day and Scheide, but without the arrangement the patronage of Mr. Rice could have been retained. The result of the arrangement seems to be that the railroad has lost the patronage not only of the parties represented by O’Day and Scheide, but also of Mr. Rice, and it is not to-day carrying a barrel of oil. The Argand Oil Works and the Argand Refining Company, two corporations located at Marietta, Ohio, have made complaint that from the eighteenth day of February until the fourteenth day of October, 1885, they were shippers of oil from the Macksburg Oil Region, over the Cleveland and Marietta Railroad, and that they were discriminated against by the receiver and his agents. I conceived that the order of your court referring this subject to me was broad enough to cover the complaint made by these corporations and I accordingly called W. H. Slack, W. J. Cramm, C. C. Pickering, and F. G. Carrel as witnesses in regard to this complaint, and their testimony is herewith submitted, together with the account presented by these two corporations and the receipted bills taken by them in payment of freight. From the evidence of these witnesses it appears that these corporations, during the time covered by the complaint, were engaged in refining oil at Marietta, Ohio. They purchased their crude oil of the parties represented by O’Day and Scheide at Macksburg. Their purchases were made by ordering their oil when needed by telegraph from a man by the name of Seep, located at Oil City, Pennsylvania, and they were charged therefor the market price of oil at Oil City on the day when the telegraphic order was given. The oil was then shipped to them over the Cleveland and Marietta Railroad and a bill for freight presented to them in the form following: “The Argand Oil Works, Marietta, Ohio, To the Cleveland and Marietta Railroad Company, Dr.”
In these bills they were charged for all oil shipped at the rate of thirty-five cents per barrel. This amount was paid by them to Carrel, the agent of the receiver, at Marietta, Ohio. Of this amount Carrel paid to the receiver ten cents, and to the parties represented by O’Day and Scheide, twenty-five cents. I am of the opinion that these parties were in the same position as George Rice, with the exception that Mr. Rice produced his oil from the ground and shipped it over the Cleveland and Marietta Railroad, and these parties bought their oil instead of producing it from the ground. I cannot see as this difference modifies in any way the discrimination made against them. They claim that from February 18, 1885, until October 14, 1885, they shipped 3,6796
10 barrels of oil, for which they were charged $1,232.06 as freight, and that the discriminations against them amounted to $888.70. From their bill certain reduction should be made. All shipments made prior to March 20, 1885, should be excluded for the reason that the discriminating arrangement entered into between the receiver and theparties represented by O’Day and Scheide did not go into effect until the 20th of March, 1885. Two shipments, one made on the 7th of August, and the other made on the 21st of September, from Dexter City, should also be excluded for the reason that all oils shipped from Dexter City were charged for at the same rates as these complainants were taxed. After making these deductions, I find that under the contract complained of, the Argand Oil Works and the Argand Refining Company shipped from the 20th of March until the 14th of October, 2,695 barrels of oil; that they were required to pay upon these shipments the sum of $894.59, and that of this sum Carrel, the agent of the receiver at Marietta, paid to the receiver the sum of $245.44, and to the parties in Pennsylvania represented by O’Day and Scheide the sum of $649.15. A complaint of a similar character is made by the Marietta Oil Works, a partnership engaged in the business of refining oils at Marietta, Ohio. Upon their complaint, I examined George C. Best, Jr., J. C. McCarty, W. H. Slack, C. C. Pickering, and F. G. Carrel as witnesses, and their evidence is submitted herewith in full, together with the account presented by this partnership and the receipted bills presented by the Cleveland and Marietta Railroad and paid by them. Their case in all respects seems to be precisely like that of the Argand Oil Works and the Argand Refining Company. They claim that from the 1st day of April until the 31st day of August, 1885, inclusive, they shipped 2,717 barrels of oil, for which they were charged as freight $950.95, and that they were discriminated against to the extent of $679.25. From their bill I think that there should be excluded two shipments from Dexter City, one made on the 12th day of June, and the other on the 18th day of June, for the reason that no discriminations were made in freights, by the receiver, of oils shipped from Dexter City. After taking into account these two shipments, I find that the Marietta Oil Works shipped from Macksburg and Elba on their account 2,547 barrels of oil; that the freights paid by them upon these shipments amounted to the sum of $891.45, and that out of this sum Carrel, the agent at Marietta, paid to the receiver the sum of $251.70, and to the parties represented by O’Day and Scheide the sum of $639.75.
I find that during the receivership of General Pease, no oils were shipped from Macksburg North over the Cleveland and Marietta Railroad except such as were shipped by the parties represented by Messrs. O’Day and Scheide.
I have purposely referred to the parties who entered into this arrangement with Receiver Pease and his freight agent, J. E. Terry, as “the parties represented by O’Day and Scheide,” for the reason that I have not been able to ascertain who or what the parties are. It appears from the evidence that during the time that M. D. Woodford had control as manager of the Cleveland and Marietta Railroad, one W. J. Brundred and T. D. Dale conceived the idea of running pipes to all the wells in the Macksburg Oil Regions, and then by concentrating them together convey all the oils thus gathered through the main line to the Cleveland and Marietta Railroad and deposit it in tanks, and with this end in view entered into a contract in writing with said
Woodford, a copy of which contract is attached to the report of Receiver Pease, filed in your court in November, 1885. After this contract was entered into, they organised a corporation known as the Ohio Transit Company, with T. D. Dale as president and W. J. Brundred as vice-president, to which corporation this contract was assigned. This company continued in the business until January, 1885. Mr. Dale, the president, states that “We said we could not compete with the Standard Oil Company, and for that reason we sold out at a fair price.” When asked to whom his company sold their property, Mr. Dale answered, “I don’t know what company, but my recollection is that it might have been the National Transit Company.” “It was done in their office. I don’t know whether the bill of sale was made to Mr. O’Day or to Mr. Scheide.” Mr. Dale further states that “Mr. O’Day was vice-president of the National Transit Company, and that Mr. Scheide was its general manager; it, however, is conjecture on my part.” In another place Mr. Dale states that the gentleman managing the National Transit Company bought the property of the Ohio Transit Company, and gives as their names Daniel O’Day, W. T. Scheide, and J. R. Campbell. The corporation or partnership, or whatever it is which now manages the pipe-line system in Macksburg oil fields, and extending from there to Parkersburg, is known as the Macksburg Pipe Line. One Daniel O’Day, now having his headquarters at Macksburg, is the manager of this pipe-line. When O’Day was asked, “To whom does the Macksburg Pipe Line belong?” he answered, “I do not believe I can answer that; I do not know.” When asked, “Who has general control of it?” he answered, “Mr. Scheide, Mr. O’Day, and J. R. Campbell.” He stated that “Mr. Scheide lives in Titusville, Mr. Campbell at Oil City, and Mr. O’Day at Buffalo.” He also stated that these gentlemen were officers of the National Transit Company and the United Pipe Line, a division of the National Transit Company; that Mr. O’Day is general manager of the National Transit Company, and when asked whether the Macksburg Pipe Line is also a branch of the same system, he answered, “Really, I am not well enough posted to know, but I presume it is.” Daniel O’Day also stated that the National Transit Company is a corporation organised under the laws of New York, and that its principal office is located in New York City. He also stated that “its property is located throughout the state of New York and the state of Pennsylvania, and some in Ohio.” The line located in Ohio he described as running from Parker’s Landing, in Pennsylvania, to Cleveland. He also stated that the United Pipe Line is a division of the National Transit Company which runs from wells to railroad points or pumping stations, and that the wells to which he referred are located in Alleghany County, New York, and throughout a large portion of Pennsylvania. He also stated that the Macksburg Pipe Line controls, by lease and deed, sixty or seventy acres of land in this state of the line of the Cleveland and Marietta Railroad Company, and that the lease and deeds for this land are in the name of one Benjamin Brewster, of New York City, and that said Brewster is the vice-president of the National Transit Company. When Mr. O’Day was asked, “What relation does the National Transit Company and the United Pipe Line Company sustain to the Standard Oil Company?” he answered, “I believe that people having stock in the National Transit Company or the United Pipe Line can hold stock, and do hold stock, in the Standard Oil Company, but I do not know what further relations they have.”
I have attempted to summarise in a very brief manner the evidence which has been taken by me under the order of your court, but in order to obtain a full understanding of the situation, it will perhaps be necessary to read all the evidence which is herewith submitted in full, in connection with the reports and exhibits filed by General Pease, in November, 1885.
Respectfully submitted,(Signed) George K. Nash,Special Master Commissioner.
[Circular used in the campaign against the Billingsley Bill.]
Total production for the year, 25,145,088 barrels.
Average price per barrel, .71½.
The gross income from the entire Oil Regions, based on these figures, $17,978,237.
The cost of producing the above amount of oil was as follows:
Wells drilled, 3,525—at an average cost of $3,000 each $10,575,000 Cost of pumping and raising the oil to the surface and keeping rigs and wells in repair, estimated at .25 per barrel of production 6,286,272 Add estimated cost of royalty, one-eighth 2,247,342 Total expenditures $19,108,614 Deduct total income of the entire Oil Regions 17,978,737 Net loss to oil producers during the year $1,129,877 If the estimated value of the one-eighth royalty be not added, then the value of five acres of land should be added to the cost of each well and the result would be practically the same.
The daily production January 1, 1886, was 59,603 barrels, valued at $750 per barrel $44,702,250 The daily production January 1, 1887, was 66,383 barrels, valued at $500 per barrel 33,191,500 Showing a shrinkage in value of the producing territory for the year 1886 to be $11,510,750 Note.—To make it more clear to the uninitiated, the foregoing means that producing territory was bought and sold in 1885 on the basis of $750 to each barrel of production, and in 1886 on the basis of $500. It is on this basis that the value of oil-producing territory is estimated. A well producing one barrel a day at the present time is valued at $500; one year ago it was worth $750.
The valuation of the stock of the Standard Oil Company at the present time is $150,000,000, or nearly five times as great as the entire Oil Region country valuation. The profits of the Standard Oil Company for the year 1886 were over $26,000,000. Strangers may ask, Why is there no competition in pipage and storage of oil if the profits are so great? We answer, that with rebates, drawbacks, discrimination, and conspiracies the Standard Oil Company has been able to freeze out and suppress nearly every attempt at competition.
Does not the foregoing array of figures, showing as it does the terrible shrinkage which the property of the oil producers has sustained, amounting to nearly twenty-five per cent. in one year, demand such relief in pipage, storage, and shrinkage, as is contemplated by the Billingsley Bill, now before the Senate of Pennsylvania?
NUMBER 50 (See page 2121)
THE BILLINGSLEY BILL
[Legislature of Pennsylvania. File of the House of Representatives. Number 104, session of 1887.]
An act to punish corporations, companies, firms, associations and persons and each of them engaged in business of transporting by pipe-lines or lines or storing petroleum in tank or tanks, under certain restrictions and penalties from charging in excess of certain fixed rates for receiving, transporting, storing, and delivering petroleum, and to regulate deductions for losses caused to petroleum in pipe-lines and storage tanks by lightning, fire, storm, or other unavoidable causes.
Sec. 1. Be it enacted by the Senate and House of Representatives of the Commonwealth of Pennsylvania in general assembly met, and it is hereby enacted by authority of the same: That no corporation, company, firm, association, person or persons who are now, or shall hereafter engage in the business of transporting or storing crude or refined petroleum by means of pipe-line or pipe-lines, or storage by tank or tanks, shall demand or receive any rate of charge in excess of ten cents per barrel, reckoning forty-two gallons for each barrel, for all services performed within this commonwealth in receiving petroleum from tank or tanks or other receptacle on the lease or farm at the place of its production and transporting and delivering the same, or petroleum of like kind and quantity in every essential particular in the division of such pipe-line within which the same shall have been received at any shipping point in said division which may be designated by the holder, owner, or purchaser of said petroleum, whether said petroleum is held by certificate, voucher, receipt, credit balance, accepted order or otherwise. And such corporation, company, firm, association, person or persons, and each of them are hereby required immediately upon this act becoming a law to erect and establish, if not already established, and maintain thereafter at least one shipping point within each pipe-line division within this commonwealth of sufficient dimensions, capacity and equipment to accommodate the entire trade within each such pipe-line division.
Sec. 2. No such corporation, company, firm, association, person or persons shall demand or receive from any person or persons, firms, association, company or corporation owning or holding a credit balance for petroleum in line or tank within this commonwealth, any rate of charge whatever for the tankage or storage of petroleum owned
or so held by credit balance for the first thirty days from the date of said credit balance. And no corporation, company, firm, association, person or persons who are now engaged or shall hereafter engage in the business of transporting or storing crude or refined petroleum by means of pipe-line or pipe-lines, or storage tank or tanks, shall demand or receive, from any source whatever, for the tankage of crude or refined petroleum within this commonwealth any rate of charge in excess of one-sixtieth of one cent per barrel of forty-two gallons a day or fractional part thereof so long as said petroleum shall thereafter be held and stored in tank. Sec. 3. Such corporation, company, firm, association, person or persons are hereby obliged and required, and it is hereby made the duty of such corporation, company, firm, association, person or persons, and each of them, to hold and store in tank any and all petroleum offered for storage or transportation, or any and all petroleum received and transported by them or either of them for the owner thereof; or for the person or persons holding certificate, voucher, receipt, credit balance or accepted order thereof, for a period of one year or for any shorter period than one year from the time when said petroleum was first received by such corporation, company, firm, association, person or persons for storage, if requested so to do by the owner thereof, or by the person or persons holding certificate, voucher, receipt, credit balance or accepted order therefor, at and for the rate of charge of one-sixtieth of one cent per barrel of forty-two gallons for each day, or fractional part thereof thereafter. Except that when said petroleum is held by credit balance, no rate of charge whatever shall be made or charged on said credit balance for the first thirty days from the date of said credit balance.
Sec. 4. Such corporation, company, firm, association, person or persons shall be allowed to make a deduction from the crude petroleum received, transported or stored, not to exceed one-half of one per cent. of said petroleum so received, transported or stored, on account of water, sediment, evaporation, waste, and the like. The deduction mentioned in this section shall be made when the petroleum is first run or transported by such corporation, company, firm, association, person or persons, from the tank or receptacle on the lease or farm where produced, and it is hereby declared to be unlawful for such corporation, company, firm, association, person or persons to make the reduction in this section provided for at any other time or place than as above provided.
Sec. 5. Any corporation, company, firm, association, officer or officers, agent or agents, person or persons, engaged in the business of transporting or storing crude or refined petroleum within this commonwealth by means of pipe-line or pipe-lines or storage tank or tanks shall, upon application of the owner of any well or wells, lay pipe or pipes to any well or wells on any lease or leases in any locality where there is any oil on any farm or farms in this commonwealth, and receive the oil therefrom and transport the same through their pipe-line or pipe-lines and store the same in
their storage tank or tanks, in any division or in any place in any division designated by the owner or purchaser of said petroleum, and hold the same subject to the owner or purchaser at the rate or charge prescribed in the preceding sections. Sec. 6. Such corporation, company, firm, association, person or persons shall be liable for all loss caused by lightning, fire, storm, or other unavoidable cause to the petroleum received, transported or stored by them, and in the event of any such loss the same shall be charged by said corporation, company, firm, association, person or persons, pro rata, upon and deducted from all petroleum in the custody of such corporation, company, firm, association, person or persons, at the date of such loss.
Sec. 7. Any corporation, company, firm, association, officer or officers, agent or agents thereof, person or persons engaged in the business of transporting or storing crude or refined petroleum within this commonwealth by means of pipe-line or pipe-lines or storage tank or tanks, who shall demand or receive any rate of charge in excess of ten cents per barrel, reckoning forty-two gallons for each barrel, for all services performed within this commonwealth for receiving petroleum from tank or tanks or other receptacle on the lease or farm at the place of its production and transporting and delivering the same or petroleum of like kind and quality in every essential particular in the division of the pipe-line within which the same shall have been received at the shipping points designated by the holder, owner or purchaser of said petroleum, or who shall fail or neglect to erect and establish immediately upon this act becoming a law—if not already established—and maintain thereafter at least one shipping point within each pipe-line division within this commonwealth of sufficient dimensions and capacity and properly equip the same to accommodate the entire trade within each such district, or who shall demand or receive for the storage of petroleum within this commonwealth any rate of charge in excess of one-sixtieth of one cent a barrel of forty-two gallons a day or a fractional part thereof so long as said petroleum shall thereafter be held and stored in tank, or who shall demand or receive from any person or persons, firm, association, company, or corporation owning or holding a credit balance for petroleum in line or tank within this commonwealth, any rate of charge whatsoever for the tankage or storage of petroleum so owned or held by credit balance for the first thirty days commencing from the date of said credit balance, or who shall refuse to hold and store in tank any and all petroleum received and transported by them or either of them for the owner thereof, or for the person or persons holding certificate, voucher, receipt, credit balance or accepted order therefor for the period of one year, or for any shorter period than one year from the time when said petroleum was first received, by such corporation, company, firm, association, person or persons for storage if requested so to do by the owner thereof, or by the person or persons holding certificate, voucher, receipt, credit balance or accepted order therefor, at and for the rate of charge of one-sixtieth of one cent per barrel of forty-two gallons for each day or fractional part thereof thereafter—but no rate of charge whatever shall be had or made for the
first thirty days from date of credit balance when oil is held by credit balance—or who shall make any deduction on account of water, sediment, evaporation, waste, or the like, in excess of one-half of one per cent. of the petroleum received, transported, and stored, or who shall violate any or either of the provisions or requirements of any or either of the first sections of this act, shall be deemed guilty of a misdemeanour, and on conviction thereof shall be sentenced to pay a fine of not less than one thousand dollars nor more than two thousand dollars for the first offense, and for the second and any subsequent offenses to pay a fine of not less than two thousand dollars nor more than five thousand dollars, and to undergo an imprisonment of not less than sixty days and not exceeding one year, one-half of any such fine or fines to be paid to the prosecutor and the other one-half to be for the use of the county in which such offence or offences shall have been committed, and in addition to the penalties hereinbefore provided shall be liable in any action of debt to any person or persons, firm, company, association, or corporation thereby aggrieved for double the amount of the damage sustained by reason of the violation of any of the provisions of this act. Sec. 8. No contract heretofore made or now existing for receiving, transporting, or storing petroleum within this commonwealth shall be in any manner impaired or affected by the provisions of this act.
Sec. 9. All acts and parts of acts inconsistent herewith are hereby repealed.
Sec. 10. This act shall take effect immediately upon its becoming a law.
NUMBER 51 (See page 2130)
EXTRACTS FROM TESTIMONY OF H. H. ROGERS
[Report of Special Committee on Railroads, New York Assembly, 1879. Volume III, pages 2613–2618.]
Q. Was your firm’s business sold out to the Standard Oil Company?
A. I would like to have the question explained.
Q. Was there a sale or transfer made of your business to the Standard Oil Company, by which practically the Standard Oil Company really controlled your business?
A. I will answer this much of the question, by saying that the Standard Oil Company does not practically control our business.
Q. Do they control the rates at which your business gets the transportation of oil?
A. That I don’t know anything about; I don’t know anything about the rates of transportation.
By the Chairman.
Q. Was not your firm taken in with the Standard Oil Company upon some agreed basis or arrangement, whether you regard it as a purchase or transfer or not?
A. We worked in harmony with the Standard Oil Company for a number of years.
Q. Upon an agreed basis of general business?
A. Our interest was in common, to a certain extent.
Q. Has your firm any contract with the Standard Oil Company?
A. That I cannot answer.
Q. What member of your firm would be able to answer that?
A. I think Mr. Pratt would, if he were here.
Q. When was it that your firm began to work in harmony with the Standard Oil Company?
A. I cannot say exactly how long ago; seven or eight years ago we got up a refining association here; that was the first, and then we got up another, and we got up another, and we have always been trying to get into some relations with all the refiners, so that we might make some money out of the business.
Q. Had you difficulty before you entered into relations with the Standard Oil Company to make money out of the business?
A. The competition was always very sharp, and there was always some one that was willing to sell goods for less than they cost, and that made the market price for everything; we got up an association, and took in all the refiners until some of them went back on us, and that would break up the association; we tried that two or three times. Q. Then finally you entered the Standard Oil arrangement?
A. Then we made an alliance or association with some of the refiners about here, and it was more successful.
Q. What are the refiners about here with whom that alliance was made, and are they or are they not all of them covered by the Standard Oil arrangement?
A. They would come in and then they would go out; there is no refiner that I know of, with one exception, about New York but what has been in the association.
Q. What are the refiners that are now in association of the Standard Oil?
A. The people that are working in harmony with us comprise about, I should think, 90 or 95 per cent. of the refiners.
Q. Now tell us their names, the leading ones.
A. Some of the leading ones? The Standard Oil Company; Charles Pratt and Company; the Sone and Fleming Manufacturing Company; Warden, Frew and Company of Philadelphia; the Standard Oil Company of Pittsburg; the Acme Oil Refining Company of Titusville; the Imperial Refining Company of Oil City; the Baltimore United Oil Company of Baltimore.
Q. You said that substantially 95 per cent. of the refiners were in the Standard arrangement?
A. I said 90 to 95 per cent. I thought were in harmony.
Q. When you speak of their being in harmony with the Standard, what do you mean by that?
A. I mean just what harmony implies.
Q. Do you mean that they have an arrangement with the Standard?
A. If I am in harmony with my wife, I presume I am at peace with her, and am working with her.
Q. You are married to her, and you have a contract with her?
A. Yes, sir.
Q. Is that what you mean?
A. Well, some people live in harmony without being married.
Q. Without having a contract?
A. Yes; I have heard so.
Q. Now, which do you mean? Do you mean the people who are in the Standard arrangement, and are in harmony with it, are married to the Standard or in a state of freedom—celibacy?
A. Not necessarily, so long as they are happy. Q. Is it the harmony that arises from a marriage contract?
A. Not necessarily, so long as they are happy.
Q. When you speak of their harmony, is it a relation of contract?
A. I mean by harmony that if you and I agree to go on Wall Street and buy a hundred shares of Erie at 33, and we agree to sell it out together at 40, that is harmony. I mean just the same that way—if I go into the Standard Oil office and conclude to buy some oil of them and agree on a fair price to sell it out at, that is harmony.
Q. Is that the harmony that you mean—that you gentlemen have agreed between each other the rate at which you will buy and the rate at which you will sell?
A. Well, not going too far into detail, I would say that the relations are very pleasant.
Q. But we want the detail; we want precisely what that harmony is, what it consists of, and what produces it.
A. Well, is it a railroad abuse, or is it an abuse to be in harmony with people?
Q. No; it is not abuse to be in harmony; there are some kinds of harmony that the law considers conspiracy.
A. Well, I have heard so.
By the Chairman.
Q. What we want to know is this: This Standard Oil Company in itself is, as we understand it, a large organisation, not very extensive, but is made so by contracts with various other organisations, that are not a part of it, by their written contract or verbal contract or understanding, or whatever you term it; we want to know whether that is not the fact, and if that is not what you refer to when you speak about working in harmony.
A. Mr. Chairman, I want to give you all the information that is necessary in this matter for your purposes, but it is a question in my mind whether it is a proper thing for me, even if there is no harm done by it, to divulge my business secrets.
Q. We do not ask you for your secrets; we simply ask you the general nature of this organisation.
A. I have explained it, I think, to you quite as fully as I can.
NUMBER 52 (See page 2136)
THE TRUST AGREEMENT OF 1882
[Proceedings in Relation to Trusts, House of Representatives, 1888. Report Number 3,112, pages 307–313.]
This agreement, made and entered upon this second day of January, A.D. 1882, by and between all the persons who shall now or may hereafter execute the same as parties thereto:
Witnesseth: I. It is intended that the parties to this agreement shall embrace three classes, to wit:
1st. All the stockholders and members of the following corporations and limited partnerships, to wit:
Acme Oil Company, New York; Acme Oil Company, Pennsylvania; Atlantic Refining Company of Philadelphia; Bush and Company (limited); Camden Consolidated Oil Company; Elizabethport Acid Works; Imperial Refining Company (limited); Charles Pratt and Company; Paine, Abbett and Company; Standard Oil Company, Ohio; Standard Oil Company, Pittsburg; Smith’s Ferry Oil Transportation Company; Solar Oil Company (limited); Sone and Fleming Manufacturing Company (limited).
Also, all the stockholders and members of such other corporations and limited partnerships as may hereafter join in this agreement, at the request of the trustees herein provided for.
2d. The following individuals, to wit:
W. C. Andrews, John D. Archbold, Lide K. Arter, J. A. Bostwick, Benjamin Brewster, D. Bushnell, Thomas C. Bushnell, J. N. Camden, Henry L. Davis, H. M. Flagler, Mrs. H. M. Flagler, John Huntington, H. A. Hutchins, Charles F. G. Heye, A. B. Jennings, Charles Lockhart, A. M. McGregor, William H. Macy, William H. Macy, Jr., estate of Josiah Macy, William H. Macy, Jr., executor, O. H. Payne, A. J. Pouch, John D. Rockefeller, William Rockefeller, Henry H. Rogers, W. P. Thompson, J. J. Vandergrift, William T. Wardwell, W. G. Warden, Joseph L. Warden, Warden, Frew and Company, Louise C. Wheaton, H. M. Hanna and George W. Chapin, D. M. Harkness, D. M. Harkness, trustee, S. V. Harkness, O. H. Payne, trustee; Charles
Pratt, Horace A. Pratt, C. M. Pratt, Julia H. York, George H. Vilas, M. R. Keith, trustees, George F. Chester. Also, all such individuals as may hereafter join in the agreement at the request of the trustees herein provided for.
3d. A portion of the stockholders and members of the following corporations and limited partnerships, to wit:
American Lubricating Oil Company; Baltimore United Oil Company; Beacon Oil Company; Bush and Denslow Manufacturing Company; Central Refining Company of Pittsburg; Cheesborough Manufacturing Company; Chess, Carley Company; Consolidated Tank Line Company; Inland Oil Company; Keystone Refining Company; Maverick Oil Company; National Transit Company; Portland Kerosene Oil Company; Producers’ Consolidated Land and Petroleum Company; Signal Oil Works (limited); Thompson and Bedford Company (limited); Devoe Manufacturing Company; Eclipse Lubricating Oil Company (limited); Empire Refining Company (limited); Franklin Pipe Company (limited); Galena Oil Works (limited); Galena Farm Oil Company (limited); Germania Mining Company; Vacuum Oil Company; H. C. Van Tine and Company (limited); Waters-Pierce Oil Company.
Also, stockholders and members (not being all thereof) of other corporations and limited partnerships who may hereafter join in this agreement at the request of the trustees herein provided for.
II. The parties hereto do covenant and agree to and with each other, each in consideration of the mutual covenants and agreements of the others, as follows:
1st. As soon as practicable a corporation shall be formed in each of the following states, under the laws thereof, to wit, Ohio, New York, Pennsylvania, New Jersey; provided, however, that instead of organising a new corporation any existing charter and organisation may be used for the purpose when it can advantageously be done.
2d. The purposes and powers of said corporations shall be to mine for, produce, manufacture, refine, and deal in petroleum and all its products, and all the materials used in such businesses, and transact other business collateral thereto. But other purposes and powers shall be embraced in the several charters such as shall seem expedient to the parties procuring the charter, or, if necessary to comply with the law, the powers aforesaid may be restricted and reduced.
3d. At any time hereafter, when it may seem advisable to the trustees herein provided for, similar corporations may be formed in other states and territories.
4th. Each of said corporations shall be known as the Standard Oil Company of (and here shall follow the name of the state or territory by virtue of the laws of which said corporation is organised).
5th. The capital stock of each of said corporations shall be fixed at such an amount as may seem necessary and advisable to the parties organising the same, in view of the purpose to be accomplished.
6th. The shares of stock of each of said corporations shall be issued only for money, property, or assets equal at a fair valuation to the par value of the stock delivered therefor. 7th. All of the property, real and personal, assets and business of each and all of the corporations and limited partnerships mentioned or embraced in class first, shall be transferred to and vested in the said several Standard Oil companies. All of the property, assets, and business in or of each particular state shall be transferred to and vested in the Standard Oil Company of that particular state, and in order to accomplish such purpose the directors and managers of each and all of the several corporations and limited partnerships mentioned in class first are hereby authorised and directed by the stockholders and members thereof (all of them being parties to this agreement) to sell, assign, transfer, convey, and make over, for the consideration hereinafter mentioned, to the Standard Oil Company or companies of the proper state or states, as soon as said corporations are organised and ready to receive the same, all the property, real and personal, assets and business of said corporations and limited partnerships. Correct schedules of such property, assets, and business shall accompany each transfer.
8th. The individuals embraced in class second of this agreement do, each for himself, agree for the consideration hereinafter mentioned to sell, assign, transfer, convey, and set over all the property, real and personal, assets and business mentioned and embraced in schedules accompanying such sale, and transfer to the Standard Oil Company or companies of the proper state or states, as soon as the said corporations are organised and ready to receive the same.
9th. The parties embraced in class third of this agreement do covenant and agree to assign and transfer all of the stock held by them in the corporations or limited partnerships herein named, to the trustees herein provided for, for the consideration and upon the terms hereinafter set forth. It is understood and agreed that the said trustees and their successors may hereafter take the assignment of stocks in the same or similar companies upon the terms herein provided, and that whenever and as often as all the stocks of any corporations or limited partnerships are vested in said trustees, the proper steps may then be taken to have all the moneys, property, real and personal, of such corporation or partnership assigned or conveyed to the Standard Oil Company, of the proper state, on the terms and in the mode herein set forth, in which event the trustees shall receive stocks of the Standard Oil companies, equal to the value of the money, property, and business assigned, to be held in place of the stocks of the company or companies assigning such property.
10th. The consideration for the transfer and conveyance of the money, property, and business aforesaid to each or any of the Standard Oil companies shall be stock of the respective Standard Oil Company to which said transfer or conveyance is made,
equal at par value to the appraised value of the money, property, and business so transferred. Said stock shall be delivered to the trustees hereinafter provided for, and their successors, and no stock of any of said companies shall ever be issued except for money, property, or business, equal, at least, to the par value of the stock so issued, nor shall any stock be issued by any of said companies for any purpose, except to the trustees herein provided for, to be held subject to the trusts hereinafter specified. It is understood, however, that this provision is not intended to restrict the purchase, sale, and exchange of property by said Standard Oil companies as fully as they may be authorised to do by their respective charters; provided only that no stock be issued therefor except to said trustees. 11th. The consideration for any stocks delivered to said trustees, as above provided for, as well as for stocks delivered to said trustees by persons mentioned or included in class third of this agreement, shall be the delivery by said trustees, to the persons entitled thereto, of trust certificates hereinafter provided for, equal at par value to the par value of the stocks of the said several Standard Oil companies so received by said trustees and equal to the appraised value of the stocks of other companies or partnerships delivered to said trustees.
The said appraised value shall be determined in a manner agreed upon by the parties in interest and said trustees.
It is understood and agreed, however, that the said trustees may, with any trust funds in their hands, in addition to the mode above provided, purchase the bonds and stocks of other companies engaged in business similar or collateral to the business of said Standard Oil companies on such terms and in such mode as they may deem advisable, and shall hold the same for the benefit of the owners of said trust certificates, and may sell, assign, transfer, and pledge such bonds and stocks whenever they may deem it advantageous to said trust so to do.
III. The trusts upon which said stock shall be held, and the number, powers, and duties of said trustees shall be as follows:
1st. The number of trustees shall be nine.
2d. J. D. Rockefeller, O. H. Payne and William Rockefeller are hereby appointed trustees, to hold their office until the first Wednesday of April, A.D. 1885.
3d. J. A. Bostwick, H. M. Flagler and W. G. Warden are hereby appointed trustees, to hold their office until the first Wednesday of April, A.D. 1884.
4th. Charles Pratt, Benjamin Brewster and John Archbold are hereby appointed trustees, to hold their office until the first Wednesday of April, A.D. 1883.
5th. Elections for trustees to succeed those herein appointed shall be held annually, at which election a sufficient number of trustees shall be elected to fill all vacancies occurring either from expiration of the term of the office of trustee or from any other cause. All trustees shall be elected to hold their office for three years, except those
elected to fill a vacancy arising from any cause except expiration of term, who shall be elected for the balance of the term of the trustee whose place they are elected to fill. Every trustee shall hold his office until his successor is elected. 6th. Trustees shall be elected by ballot by the owners of trust certificates or their proxies. At all meetings the owners of trust certificates, who may be registered as such on the books of the trustees, may vote in person or by proxy, and shall have one vote for each and every share of trust certificates standing in their names, but no such owner shall be entitled to vote upon any share which has not stood in his name thirty days prior to the day appointed for the election. The transfer books may be closed for thirty days immediately preceding the annual election. A majority of the shares represented at such election shall elect.
7th. The annual meeting of the owners of said trust certificates for the election of trustees, and for other business, shall be held at the office of the trustees in the City of New York, on the first Wednesday of April of each year, unless the place of meeting be changed by the trustees, and said meeting may be adjourned from day to day until its business is completed. Special meetings of the owners of said trust certificates may be called by a majority of the trustees, at such times and places as they may appoint. It shall also be the duty of the trustees to call a special meeting of holders of trust certificates whenever requested to do so by a petition signed by the holders of ten per cent. in value of such certificates. The business of such special meetings shall be confined to the object specified in the notice given therefor. Notice of the time and place of all meetings of the owners of trust certificates shall be given by personal notice so far as possible, and by public notice in one of the principal newspapers of each state in which a Standard Oil Company exists, at least ten days before such meeting. At any meeting, a majority in value of the holders of trust certificates represented consenting thereto, by-laws may be made, amended, and repealed relative to the mode of the election of trustees, and other business of the holders of trust certificates; provided, however, that said by-laws shall be in conformity with this agreement. By-laws may also be made, amended, and repealed at any meeting, by and with the consent of a majority in value of the holders of trust certificates, which alter this agreement relative to the number, powers, and duties of the trustees, and to other matters tending to the more efficient accomplishment of the objects for which the trust is created; provided only, that the essential intents and purposes of this agreement be not thereby changed.
8th. Whenever a vacancy occurs in the board of trustees, more than sixty days prior to the annual meeting for the election of trustees, it shall be the duty of the remaining trustees to call a meeting of the owners of Standard Oil Trust certificates for the purpose of electing a trustee or trustees to fill the vacancy or vacancies. If any vacancy occurs in the board of trustees, from any cause, within sixty days of the date of the annual meeting for the election of trustees, the vacancy may be filled by a majority
of the remaining trustees, or, at their option, may remain vacant until the annual election. 9th. If for any reason at any time a trustee or trustees shall be appointed by any court to fill any vacancy or vacancies in said board of trustees, the trustee or trustees so appointed shall hold his or their respective office or offices only until a successor or successors shall be elected in the manner above provided for.
10th. Whenever any change shall occur in the board of trustees, the legal title to the stock and other property held in trust shall pass to and vest in the successors of said trustees without any formal transfer thereof. But if at any such time formal transfer shall be deemed necessary or advisable, it shall be the duty of the board of trustees to obtain the same, and it shall be the duty of any retiring trustee, or the administrator or executor of any deceased trustee, to make said transfer.
11th. The trustees shall prepare certificates which shall show the interest of each beneficiary in said trust and deliver them to the persons properly entitled thereto. They shall be divided into shares of the par value of $100 each, and shall be known as the Standard Oil Trust certificates, and shall be issued subject to all the terms and conditions of this agreement. The trustees shall have power to agree upon and direct the form and contents of said certificates and the mode in which they shall be signed, attested, and transferred. The certificates shall contain an express stipulation that the holders thereof shall be bound by the terms of this agreement and by the by-laws herein provided for.
12th. No certificates shall be issued except for stocks and bonds held in trust as herein provided for, and the par value of certificates issued by said trustees shall be equal to the par value of the stocks of said Standard Oil Company and the appraised value of other bonds and stocks held in trust. The various bonds, stocks, and moneys held under said trust shall be held for all parties in interest jointly, and the trust certificates so issued shall be the evidence of the interest held by the several parties in this trust. No duplicate certificates shall be issued by the trustees, except upon surrender of the original certificate or certificates for cancellation, or upon satisfactory proof of the loss thereof, and in the latter case they shall require a sufficient bond of indemnity.
13th. The stocks of the various Standard Oil companies, held in trust by said trustees, shall not be sold, assigned, or transferred by said trustees, or by the beneficiaries, or by both combined, so long as this trust endures. The stocks and bonds of other corporations held by said trustees may be by them exchanged or sold and the proceeds thereof distributed pro rata to the holders of trust certificates, or said proceeds may be held and reinvested by said trustees for the purposes and uses of the trust; provided, however, that said trustees may, from time to time, assign such shares of stock of said Standard Oil Company as may be necessary to qualify any person or persons chosen or to be chosen as directors and officers of any of said Standard Oil companies.
14th. It shall be the duty of said trustees to receive and safely to keep all interest and dividends declared and paid upon any of the said bonds, stocks, and moneys held by them in trust, and to distribute all moneys received from such sources or from sales of trust property or otherwise by declaring and paying dividends upon the Standard Trust certificates as funds accumulate which in their judgment are not needed for the use and expenses of said trust. The trustees shall, however, keep separate accounts of receipts from interest and dividends, and of receipts from sales or transfers of trust property, and in making any distribution of trust funds, in which moneys derived from sales or transfers shall be included, shall render the holders of trust certificates a statement showing what amount of the fund distributed has been derived from such sales or transfers. The said trustees may be also authorised and empowered by a vote of a majority in value of holders of trust certificates, whenever stocks or bonds have accumulated in their hands from moneys purchases thereof, or the stocks or bonds held by them have increased in value, or stock dividends shall have been declared by any of the companies whose stocks are held by said trustees, or whenever, from any such cause, it is deemed advisable so to do, to increase the amount of trust certificates to the extent of such increase or accumulation of values and to divide the same among the persons then owning trust certificates pro rata. 15th. It shall be the duty of said trustees to exercise general supervision over the affairs of said several Standard Oil companies, and, as far as practicable, over the other companies or partnerships, any portion of whose stock is held in said trust. It shall be their duty, as stockholders of said companies, to elect as directors and officers thereof faithful and competent men. They may elect themselves to such positions when they see fit so to do, and shall endeavour to have the affairs of all of said companies managed and directed in the manner they may deem most conducive to the best interests of the holders of said trust certificates.
16th. All the powers of the trustees may be exercised by a majority of their number. They may appoint from their own number an executive and other committees. A majority of each committee shall exercise all the powers which the trustees may confer upon such committee.
17th. The trustees may employ and pay all such agents and attorneys as they deem necessary in the management of said trust.
18th. Each trustee shall be entitled to a salary for his services not exceeding $25,000 per annum, except the president of the board, who may be voted a salary not exceeding $30,000 per annum, which salaries shall be fixed by said board of trustees. All salaries and expenses connected with or growing out of the trust shall be paid by the trustees from the trust fund.
19th. The board of trustees shall have its principal office in the City of New York, unless changed by a vote of the trustees, at which office, or in some place of safe deposit in said city, the bonds and stocks shall be kept. The trustees shall have power to
adopt rules and regulations pertaining to the meetings of the board, the election of officers, and the management of the trust. 20th. The trustees shall render at each annual meeting a statement of the affairs of the trust. If a termination of the trust be agreed upon, as hereinafter provided, or within a reasonable time prior to its termination by a lapse of time, the trustees shall furnish to the holders of trust certificates a true and perfect inventory and appraisement of all stocks and other property held in trust, and a statement of the financial affairs of the various companies whose stocks are held in trust.
21st. This trust shall continue during the lives of the survivors and survivor of the trustees in this agreement named, and for twenty-one years thereafter: provided, however, that if, at anytime after the expiration of ten years, two-thirds of all the holders in value, or if, after the expiration of one year, ninety per cent. of all the holders in value of trust certificates, shall, at a meeting of holders of trust certificates called for that purpose, vote to terminate this trust at some time to be by them then and there fixed, the said trust shall terminate at the date so fixed. If the holders of trust certificates shall vote to terminate the trust as aforesaid, they may, at the same meeting, or at a subsequent meeting called for that purpose, decide by a vote of two-thirds in value of their number the mode in which the affairs of the trust shall be wound up, and whether the trust property shall be distributed, or whether it shall be sold and the values thereof distributed; or whether part, and, if so, what part, shall be divided and what part shall be sold, and whether such sales shall be public or private.
The trustees, who shall continue to hold their offices for that purpose, shall make the distribution in the mode directed; or, if no mode be agreed upon by two-thirds in value, as aforesaid, the trustees shall make distribution of the trust property according to law. But said distribution, however made, and whether it be of property or values, or of both, shall be just and equitable, and such as to insure to each owner of a trust certificate his due proportion of the trust property, or the value thereof.
22d. If the trust shall be terminated by expiration of the time for which it is created, the distribution of the trust property shall be directed and made in the mode above provided.
23d. This agreement, together with the registry of certificates, books of accounts, and other books and papers connected with the business of said trust, shall be safely kept at the principal office of said trustees.
Benj. Brewster; Jno. D. Archbold; J. A. Bostwick; Chas. Pratt; Henry H. Rogers; H. A. Pratt; C. M. Pratt; D. M. Harkness, Trustee, by H. M. Flagler, Attorney; Thomas C. Bushnell; W. C. Andrews; Chas. F. G. Heye; William T. Wardwell; Wm. H. Macy; Estate of Josiah Macy, Jr., Wm. H. Macy, Jr., Executor; Wm. H. Macy, Jr.; A. M. McGregor; J. N. Camden, by H. M. Flagler, Attorney; O. H. Payne, by H. M. Flagler,
Attorney; Geo. F. Chester, Trustee; Geo. H. Vilas, Trustee; W. G. Warden; H. M. Flagler; John D. Rockefeller; Wm. Rockefeller; J. J. Vandergrift; Mrs. H. M. Flagler, by H. M. Flagler; A. J. Pouch; O. B. Jennings; D. M. Harkness, by H. M. Flagler, Attorney; W. P. Thompson, by H. M. Flagler, Attorney; S. V. Harkness, by H. M. Flagler, Attorney; John Huntington, by H. M. Flagler, Attorney; Lide K. Arter, by H. M. Flagler, Attorney; H. M. Hanna and Geo. W. Chapin, by H. M. Flagler, Attorney; Louise C. Wheaton, by H. M. Flagler, Attorney; O. H. Payne, Trustee, by H. M. Flagler, Attorney; Chas. Lockhart; Jos. L. Warden, by Henry L. Davis, Attorney; Julia H. York, by H. M. Flagler, Attorney; H. A. Hutchins, by H. M. Flagler, Attorney; M. R. Keith, Trustee; D. Bushnell; Warden, Frew and Company; Henry L. Davis. Whereas, in and by an agreement dated January 2, 1882, and known as the Standard Trust agreement, the parties thereto did mutually covenant and agree inter alia as follows, to wit: That corporations to be known as Standard Oil companies of various states should be formed, and that all of the property, real and personal, assets, and business of each and all of the corporations and limited partnerships mentioned or embraced in class first of said agreement should be transferred to and vested in the said several Standard Oil companies; that all of the property, assets, and business in or of each particular state should be transferred to and vested in the Standard Oil company of that particular state, and the directors and managers of each and all of the several corporations and associations mentioned in class first were authorised and directed to sell, assign, transfer, and convey, and make over to the Standard Oil Company or companies of the proper state or states, as soon as said corporations were organised and ready to receive the same, all the property, real and personal, assets, and business of said corporations or associations; and
Whereas, it is not deemed expedient that all of the companies and associations mentioned should transfer their property to the said Standard Oil companies at the present time, and in case of some companies and associations it may never be deemed expedient that the said transfers should be made and said companies and associations go out of existence; and
Whereas, it is deemed advisable that a discretionary power should be vested in the trustees as to when such transfer or transfers should take place, if at all. Now, it is hereby mutually agreed between the parties to the said trust agreement, and as supplementary thereto, that the trustees named in the said agreement and their successors shall have the power and authority to decide what companies shall convey their said property as in said agreement contemplated, and when the said sales and transfers shall take place, if at all; and until said trustees shall so decide, each of said companies shall remain in existence and retain its property and business, and the trustees shall
hold the stocks thereof in trust as in said agreement provided. In the exercise of said discretion, the trustees shall act by a majority of their number as provided in said trust agreement. All portions of said trust agreement relating to this subject shall be considered so changed as to be in harmony with this supplemental agreement. In Witness Whereof, the said parties have subscribed this agreement, this fourth day of January, 1882.
Benjamin Brewster; John D. Archbold; J. A. Bostwick; Charles Pratt; Henry H. Rogers; H. A. Pratt; C. M. Pratt; D. M. Harkness, Trustee; D. M. Harkness; T. C. Bushnell; W. C. Andrews; Charles F. G. Heye; William T. Wardwell; William H. Macy; Estate of Josiah Macy, Jr., William H. Macy, Jr., Executor; William H. Macy, Jr.; A. M. McGregor; J. N. Camden; Julia H. York, by B. H. Y.; O. H. Payne; George F. Chester, Trustee; M. R. Keith, Trustee; H. M. Flagler; John D. Rockefeller; William Rockefeller; J. J. Vandergrift; Mrs. H. M. Flagler, by H. M. Flagler; A. J. Pouch; O. B. Jennings; W. O. Thompson; S. V. Harkness; John Huntington; Lide K. Arter; H. M. Hanna; George W. Chapin, H. M. Hanna, Attorney in Fact; Louise C. Wheaton, by H. M. Flagler; O. H. Payne, Trustee; Charles Lockhart; Joseph L. Warden; Henry L. Davis; W. G. Warden; Warden, Frew and Company; D. Bushnell; H. A. Hutchins; George H. Vilas, Trustee.
[From History of Standard Oil Case in the Supreme Court of Ohio, 1897–1898. Part I, page 112.]
ASSETS | CAPITALISATION | |
---|---|---|
Anglo-American Oil Co., Limited | $6,913,639.49 | $5,000,000 |
Atlantic Refining Co. | 8,631,376.67 | 5,000,000 |
Buckeye Pipe Line Co. | 7,941,038.15 | 10,000,000 |
Eureka Pipe Line Co. | 1,547,055.16 | 5,000,000 |
Forest Oil Co. | 3,528,813.11 | 5,500,000 |
Indiana Pipe Line Co. | 2,014,053.91 | 1,000,000 |
National Transit Co. | 25,796,712.97 | 25,455,200 |
New York Transit Co. | 4,999,300.00 | 5,000,000 |
Northern Pipe Line Co. | 707,067.00 | 1,000,000 |
Northwestern Ohio Natural Gas Co. | 1,396,760.00 | 3,278,500 |
Ohio Oil Co. | 8,260,378.04 | 2,000,000 |
Solar Refining Co. | 711,793.87 | 500,000 |
Southern Pipe Line Co. | 3,279,018.28 | 5,000,000 |
South Penn. Oil Co. | 3,021,654.87 | 2,500,000 |
Standard Oil Co., Indiana | 1,038,518.61 | 1,000,000 |
Standard Oil Co., Kentucky | 3,604,800.78 | 1,000,000 |
Standard Oil Co., New Jersey | 14,983,943.30 | 10,000,000 |
Standard Oil Co., New York | 16,772,186.29 | 7,000,000 |
Standard Oil Co., Ohio | 3,426,014.72 | 3,500,000 |
Union Tank Line Co. | 3,057,187.41 | 3,500,000 |
| ||
$121,631,312.63 | ||
Capitalisation twenty corporations | 102,233,700.00 | |
| ||
Excess of assets over capitalisation | $19,397,612.63 |
NUMBER 54 (See page 2154)
FORMS OF MR. ROCKEFELLER’S CERTIFICATE OF HOLDINGS IN THE STANDARD OIL TRUST, WITH ASSIGNMENT OF LEGAL TITLE WHICH TOOK ITS PLACE IN 1892
[From History of Standard Oil Case in the Supreme Court of Ohio, 1897–1898. Part II, pages 53–56.]
KNOW ALL MEN BY THESE PRESENTS
That we, John D. Rockefeller, Henry M. Flagler, William Rockefeller, John D. Archbold, Benjamin Brewster, Henry H. Rogers, Wesley H. Tilford, and O. B. Jennings, Trustees, for winding up the Standard Oil Trust, by W. H. Tilford, our Attorney in Fact, and John D. Rockefeller, of...., do hereby constitute and appoint John Bensinger, of New York City, our true and lawful attorney for the purposes following, to wit:
Whereas, John D. Rockefeller has placed in the hands of said attorney assignment Number A 365 for 256,854
972,500 of the amount of corporate shares held by said trustees on the first day of July, 1892, in each of the companies whose stocks were so held.Now the said attorney is hereby authorised to secure from each of said companies transfer upon their corporate books of said stock and stock certificates for whole shares, and scrip for fractional shares thereof, and when the said certificates and scrip are received from all the companies referred to, the said attorney shall deliver the same to John D. Rockefeller, and the said assignment Number A 365 shall at the same time be delivered to the said trustees.
And the said attorney hereby agrees to obtain the said certificates and scrip and to deliver the same and the said assignment as above specified.
(Signed in print) John D. Rockefeller, Henry M. Flagler, William Rockefeller, John D. Archbold, Benjamin Brewster, Henry H. Rogers, O. B. Jennings, Wesley H. Tilford. (Signed in ink) W. H. Tilford, Attorney in Fact, John D. Rockefeller, per Geo. D. Rogers, John Bensinger.
Received from John Bensinger, Attorney aforesaid, stock certificates and scrip as follows, being in full satisfaction of Assignment Certificate No. A 365 aforesaid:
NAMES OF COMPANIES SHARES SCRIP Anglo-American Oil Co., Limited 6867 465–9725 The Atlantic Refining Co. 13205 8375–9725 The Buckeye Pipe Line Co. 52823 4325–9725 The Eureka Pipe Line Co. 13205 8375–9725 Forest Oil Co. 14526 4350–9725 Indiana Pipe Line Co. 5282 3350–9725 National Transit Co. 134463 131316–9725 New York Transit Co. 13205 8375–9725 Northern Pipe Line Co. 2641 1675–9725 Northwestern Ohio Natural Gas Co. 8659 80890–9725 The Ohio Oil Co. 21129 3675–9725 The Solar Refining Co. 1320 5700–9725 Southern Pipe Line Co. 13205 8375–9725 South Penn. Oil Co. 6602 9056–9725 Standard Oil Co., Indiana 2641 1675–9725 Standard Oil Co., Kentucky 2641 1675–9725 Standard Oil Co., New Jersey 26411 7025–9725 Standard Oil Co., New York 18488 2000–9725 Standard Oil Co., Ohio 9244 1000–9725 Union Tank Line Co. 9244 1000–9725
(Signed in ink) John D. Rockefeller, Per Geo. D. Rogers. Received of John Bensinger, Attorney, Assignment Certificate, Number.... (Signed in ink) John D. Rockefeller, William Rockefeller, Benjamin Brewster, Wesley H. Tilford, Henry M. Flagler, John D. Archbold, Henry H. Rogers, O. B. Jennings. By..., Attorney in Fact. 11–3–92. Number A 365. John D. Rockefeller. Received from trustees to liquidate the Standard Oil Trust assignment of legal title to 256,854
972,500 of the amount of corporate stocks held by them in each of the corporations whose stocks were so held on July 1, 1892, and I do hereby authorise and direct the said trustees, or the survivor or survivors of them, to receive from the respective companies and to pay over to me or my assigns the dividends upon the stocksso assigned, and actual transfer thereof is recorded upon the books of the respective corporations. (Signed) John D. Rockefeller,Per Geo. D. Rogers.There is pasted to this stub the original assignment of legal title for the transfer of Mr. Rockefeller’s trust certificates into corporate stock of the respective companies. This has been returned and marked “cancelled” and attached to the original stub, and is as follows:
Number A 365.
STANDARD OIL TRUST COMPANYAssignment of Legal Title to Stocks Heretofore Represented by 256,854 shares.
Whereas, John D. Rockefeller is the owner of the equitable title to 256,854
972,500 of the amount of corporate stocks held by the trustees of the Standard Oil Trust in each of the several corporations whose stocks were held by said trust on the first day of July, A.D. 1892, which equitable ownership was represented by 256,854 shares of Standard Oil Trust surrendered for cancellation. Now, we, the trustees in whose names the legal title to said stock stands, do hereby assign and transfer to John D. Rockefeller and his assigns the legal title to the aforesaid amount of the said stocks and authorise the proper officers of the several corporations to transfer upon their books and to issue corporate certificates for the required amount of their respective capital stocks upon presentation and cancellation of this assignment. The several corporations will issue stock certificates for whole shares and scrip for fractions of shares and upon presentation of fractional share scrip sufficient for the purpose, certificates for whole shares will be issued. When transfer of stock upon the corporate books is desired by virtue of this assignment, it must be placed in the hands of an attorney in fact, both for the assignee and the undersigned trustees, and said attorney shall first obtain the proper certificates and scrip from all the several companies, and thereupon shall deliver the certificates to the trustees and the stock certificates and scrip to the party or parties entitled thereto.
(Signed in print) John D. Rockefeller, William Rockefeller, Henry M. Flagler, John D. Archbold, Benjamin Brewster, Henry H. Rogers, Wesley H. Tilford, O. B. Jennings, Trustees. (Signed in writing) H. M. Flagler, Secretary. W. H. Tilford, Attorney in Fact.
On the left-hand corner of this same certificate this indorsement appears: Cancelled November 7, 1892. Transfer Number 4833. Certificate issued.
There appears on the back of this assignment of legal title the following:
For value received, I hereby assign the corporate stocks mentioned or referred to in the within assignment, and authorise their transfer upon the respective corporate books to myself or my heirs.
(Signed in writing) John D. Rockefeller.
NUMBER 55 (See page 2160)
AGREEMENT OF 1887 BETWEEN THE STANDARD OIL COMPANY AND PRODUCERS
[Proceedings in Relation to Trusts, House of Representatives, 1888. Report Number 3,112, pages 69–70.]
Memorandum of agreement, made this first day of November, 1887, between the Standard Oil Company of New York and the following-named persons, partnerships, and corporations, producers of crude petroleum, Thomas W. Phillips and others, whose names will be found in the schedule hereto attached and made part of this agreement, as follows:
Whereas, there has accumulated in past years an excessive stock of crude petroleum, which is deteriorating in quality, and a portion of which each year becomes sediment, valueless for any purpose, and the carrying of which excessive stock requires the expenditure of vast sums annually; and
Whereas, in consequence of the existence of said stock the price of crude petroleum has for the past year been largely below the cost at which the same was produced; now, in order as far as possible to preserve the said stock from further waste, and to conserve the public interest and our own, this agreement witnesseth:
That the Standard Oil Company of New York will set apart at sixty-two cents per barrel, and hold for the use of the above-named producers and those who shall hereafter become parties to this agreement, as hereinafter provided, 5,000,000 barrels of merchantable crude petroleum, of forty-two gallons each, to be sold and disposed of in the manner hereinafter provided. The said 5,000,000 barrels of petroleum to be subject, until sold by the said producers, to the usual assessments, storage charges, and interest upon the same, as also interest on the price of said petroleum, at sixty-two cents per barrel; said assessments, charges, and interest to be added to the price aforesaid.
In consideration of which the above-named producers agree to limit their production of petroleum, that for the year next ensuing from this date, they or any number of them shall, for said year, collectively produce at least 17,500 barrels of crude petroleum less per day than they or any number of them collectively produced per day for the months of July and August, 1887, and that they will use every reasonable endeavour to control their production so that the same shall be in the aggregate 30,000 barrels less per day than it was during the said period of July and August, 1887.
If at the end of three months from the date hereof the said reduction of 17,500 barrels per day shall be attained, to be measured by taking the average production of the above-named producers for the months of December and January next, and comparing the same with their average production for the months of July and August, 1887, a statement of the same being hereto attached and made part of this agreement, then the said 5,000,000 barrels of petroleum shall be delivered as fast as the same shall be sold by, upon the order, and for the account of said producers through their executive committee appointed by agreement between themselves, and hereinafter named, to be paid for with interest and storage as delivered; that the profits aforesaid upon said 5,000,000 barrels of petroleum as sold, in accordance with the provisions of this agreement, shall, by said Standard Oil Company and said producers’ executive committee, be deposited with the United States Trust Company in New York City, until the expiration of one year from the date hereof, in trust, in accordance with and subject to the provisions of this agreement; and in case the above-named producers or any number of them shall not have lessened their production 17,500 barrels per day for said year as aforesaid, then all of said profits upon said 5,000,000 barrels of petroleum shall belong and be paid to the Standard Oil Company of New York; and in case the said above-named producers or any number of them collectively shall have lessened their production 17,500 barrels per day for the said year as aforesaid, then the entire profits aforesaid upon the 5,000,000 barrels of petroleum shall be paid to said producers’ executive committee, to be by it distributed in accordance with agreements between themselves to such of said producers as have fulfilled the terms of this agreement, and all agreements between themselves relating to such distributions. The said producers are guaranteed by said Standard Oil Company of New York against loss within said year upon said 5,000,000 barrels of petroleum. The lessening of 17,500 barrels per day above provided shall embrace and include any reduction or lessening of production by producers who shall sign contracts not to use means to increase their production by drilling or otherwise.
Producers may become parties to this agreement within the year the contract is to operate by signing the agreement between producers authorising the executive committee to sign this contract on their behalf, and having their names added hereto as parties by said executive committee.
The following-named persons constitute the executive committee above referred to, to wit:
(Names omitted by consent of the chairman.)
NUMBER 56 (See page 2187)
JOHN D. ARCHBOLD’S STATEMENT TO THE INDUSTRIAL COMMISSION CONCERNING THE STANDARD’S OPPOSITION TO THE BUILDING OF THE UNITED STATES PIPE LINE
[Report of the Industrial Commission, 1900. Volume I, page 529.]
Mr. Lee makes a statement regarding the difficulty of his pipe-line, the United States Pipe Line, in crossing railroads and securing right of way to the seaboard, and makes a general statement implying that we have instituted and carried out great obstruction to their progress. I want to make general denial of this statement. We have not at any time had any different relations with reference to any obstruction or effort at obstruction of their line than would attach to any competitor in a line of business engaging against another. With reference to the special features referred to by Mr. Lee, and which he attempts, by implication at any rate, to connect us with, in the crossing of the Delaware and Lackawanna Railroad in New Jersey, I want to say that the contention in that respect was entirely at the hands of the railroad, and not at our hands in any possible respect. They went there surreptitiously and endeavoured to force their way, on a Sunday, over a line where they had no right, either by private purchase or by public franchise. Having accomplished the crossing of the road in that surreptitious way, they stationed there an armed force to prevent the railroad company from asserting its rights and taking out their lines, and kept that force there for a long period. The railroad went about it in a peaceful way, in the courts, and the final result is that the decision is against the line, after the case has been carried up finally to the supreme court of the state, and they must, of course, remove their line. But any statement on Mr. Lee’s part, or any other witness, that we had anything to do with that matter, or with reference to any of the difficulties interposed in their progress to the seaboard, is absolutely false.
By Mr. Phillips.
Q. Did your company own in fee simple the tract of ground, and was a roadway reserved by the landholder? Was that purchased by them?
A. It was not my case, and I am not conversant with the details regarding it. The fact that, after having been fought in the newspapers and in the courts for a term of years, seeking the sympathy of the judges as well as the public, the supreme court of the state has ruled against them, is the best evidence, I think, that the right was against
them. I want to say with reference to our pipe lines, that we never endeavoured to cross any man’s right of way without first seeing him about it. Q. Still, did they not go through the railroad on their own ground, and was not this the final decision, that they had not the right to lay a pipe line where a man had reserved a right of way under the ground?
A. It was not only decided that they had no right there, but they were ordered to remove.
NUMBER 57 (See page 2194)
TABLES OF YEARLY AVERAGE PRICES OF CRUDE AND REFINED
[All quotations up to 1899 are from the Oil City Derrick; all quotations for 1900–1903 are from the New York Commercial.]
TABLE OF YEARLY AVERAGE PRICE OF CRUDE
In the following table is presented the highest and lowest price of oil, the months in which these quotations occurred, and the general average for each year. The “average” as estimated is usually the mean price between the highest and lowest quotation of a given time. It is sufficiently accurate for general purposes of comparison. It would be an almost impossible task to determine a “true average” from the reports of the daily sales that are now on record. Previous to 1875 the quotations are given for points along Oil Creek, and they hardly represent what the producer actually realised for oil at the wells. From 1875 onward the trading in oil was placed on a more satisfactory basis by the general adoption of pipe-line certificates, and the exchange quotations show very closely the value of the oil at the wells. When the certificate was finally purchased by the refiner, it was subject to a uniform charge for pipage of the oil from the wells to the nearest shipping point.
YEAR Highest Month Price Lowest Month Price Average 1859 Sept. $20.00 Dec. $20.00 $20.00 1860 Jan. 20.00 Dec. 2.00 9.60 1861 Jan. 1.75 Dec. .10 .52 1862 Dec. 2.50 Jan. .10 1.05 1863 Dec. 4.00 Jan. 2.00 3.15 1864 July 14.00 Feb. 3.75 8.15 1865 Jan. 10.00 Aug. 4.00 6.59 1866 Jan. 5.50 Dec. 1.35 3.75 1867 Oct. 4.00 June 1.50 2.40 1868 July 5.75 Jan. 1.70 3.62½ 1869 Jan. 7.00 Dec. 4.25 5.60 1870 Jan. 4.90 Aug. 2.75 3.90 1871 June 5.25 Jan. 3.25 4.40 1872 Oct. 4.55 Dec. 2.67½ 3.75 1873 Jan. 2.75 Nov. .82½ 1.80 1874 Feb. 2.25 Nov. .62½ 1.15 1875 Feb. 1.82½ Jan. .75 1.24¾ 1876 Dec. 4.23¾ Jan. 1.47½ 2.57? 1877 Jan. 3.69? June 1.53¾ 2.39? 1878 Feb. 1.87½ Sept. .78¾ 1.17? 1879 Dec. 1.28¾ June .63? .85? 1880 June 1.24¾ April .71¼ .94? 1881 Sept. 1.01¼ July .72½ .85¾ 1882 Nov. 1.37 July 0.49¼ 0.78½ 1883 June 1.24¾ Jan. .83¼ 1.05? 1884 Jan. 1.15? June .51¼ .83? 1885 Oct. 1.12? Jan. .68 .88? 1886 Jan. .92¼ Aug. .59¾ .71? 1887 Dec. .90 July .54 .66? 1888 Mar. 1.00 June .71? .87 1889 Nov. 1.12½ April .79½ .94? 1890 Jan. 1.07? Dec. .60¾ .86? 1891 Feb. .81? Aug. .50 .66? 1892 Jan. .64? Oct. .50 .55½ 1893 Dec. .80 Jan. .52? .64 1894 Dec. .95¾ Jan. .78½ .83¾ 1895 April 2.60 Jan. .95¼ 1.35¼ 1896 Jan. 1.50 Dec. .90 1.19 1897 Mar. .96 Oct. .65 .78? 1898 Dec. 1.19 Jan. .65 .91? 1899 Dec. 1.66 Feb. 1.13 1.29? 1900 Mar. 1.68 Nov. 1.07 1.35¼ 1901 Nov. 1.30 June 1.05 1.21½ 1902 Dec. 1.44½ Mar. 1.15 1.23 1903 Dec. 1.88 Mar. 1.50 1.58¾ TABLE OF YEARLY AND MONTHLY AVERAGE PRICE OF REFINED
In the following table is given the average monthly and yearly prices of refined oil per gallon, in barrels, in New York, from January, 1863, to December, 1903. During the years when a tax was levied on this article of domestic production the quotations do not include the tax:
1863 1864 1865 1866 1867 1868 1869 1870 1871 1872 Jan. .40 .46? .70 .57? .31 .24¾ .34? .31? .24? .22? Feb. .38¼ .47? .67¼ .48? .28¼ .25 .36? .29? .25? .21¾ March .34¾ .49? .58¾ .41? .27½ .25¾ .32? .27 .24? .22? April .33¼ .54? .52? .40? .27 .26¼ .32¼ .26½ .23¼ .21¾ May .39½ .59½ .51? .43 .26¾ .29? .31½ .27½ .24? .23? June .44½ .72 .51½ .41? .24¾ .31? .31 .27 .25¾ .23 July .49 .86? .52? .39½ .30? .34¼ .32¼ .26 .25¾ .22? Aug. .53½ .84? .52 .44? .29¼ .33 .32½ .25 .24? .22? Sept. .58 .75 .58¼ .44? .31¾ .31 .32¼ .26? .24? .24? Oct. .52½ .63¾ .61¾ .40? .34½ .30 .32? .24? .23¾ .26 Nov. .41½ .70 .62? .35¾ .27½ .30? .34 .23 .22? .27 Dec. .46½ .72¾ .65¼ .31¼ .24¾ .32¼ .31? .23 .23 .26 Yearly average .44¾ .64¾ .58¾ .42½ .28? .29? .32¾ .26? .24¼ .23? 1873 1874 1875 1876 1877 1878 1879 1880 1881 1882 Jan. .22? .13½ .12? .14? .24 .12? 9 7? 9¼ 7 Feb. .19? .15 .14 .14¼ .18? 12¼ 9? 7? 9¼ 7? March .19 .14? .15 .14½ .16 .11? 9¼ 7¾ 8½ 7? April .20 .15? .13? .14 .15¾ .11? 9? 7? 7¾ 7? May .19¾ .13? .12¾ .14? .14½ .11¼ 8½ 7? 8 7½ June .19 .12? .12? .14¾ .13¾ .11¼ 7½ 9? 8? 7½ July .18? .12? .11½ .16? .13? .10¾ 6¾ 9? 7? 6¾ Aug. .16½ .11¾ .11¼ .19? .13? .10? 6? 9 7¾ 6? Sept. .16½ .12? .12¾ .26 .14½ .10¼ 6? 10? 8 7½ Oct. .16¼ .11? .14? .26 .14? 9? 7½ 12 7¾ 8 Nov. .14? .10¾ .13 .26¼ .13¼ 9? 8 10½ 7½ 8¼ Dec. .13½ .11¼ .12¾ .29? .13? 8? 8? 9½ 7? 7? Yearly average .18¼ .13 .13 .19? .15¾ .10¾ 8? 9? 8 7?
APPENDIX, NUMBER LVII
1883 | 1884 | 1885 | 1886 | 1887 | 1888 | 1889 | 1890 | 1891 | 1892 | ||
---|---|---|---|---|---|---|---|---|---|---|---|
Jan. | 7¾ | 9? | 7¾ | 7¾ | 6¾ | 7¾ | 7 | 7½ | 7.42 | 6.45 | |
Feb. | 7? | 9? | 7¾ | 7? | 6? | 7¾ | 7? | 7½ | 7.48 | 6.42 | |
March | 8 | 8½ | 8 | 7? | 6? | 7¾ | 7 | 7¼ | 7.31 | 6.32 | |
April | 8¼ | 8? | 7? | 7? | 6? | 7? | 6? | 7? | 7.18 | 6.10 | |
May | 7? | 8½ | 7¾ | 7¼ | 6¾ | 7½ | 6? | 7¼ | 7.20 | 6.06 | |
June | 8 | 8? | 8 | 7? | 6? | 7? | 6? | 7? | 7.13 | 6.00 | |
July | 7? | 7? | 8¼ | 7 | 6½ | 7¼ | 7¼ | 7? | 7.02 | 6.00 | |
Aug. | 7? | 8 | 8? | 6¾ | 6½ | 7? | 7¼ | 7¼ | 6.70 | 6.08 | |
Sept. | 8? | 7? | 8? | 6? | 6¾ | 7¾ | 7? | 7? | 6.42 | 6.10 | |
Oct. | 8? | 7? | 8½ | 6¾ | 6¾ | 7? | 7? | 7½ | 6.45 | 6.03 | |
Nov. | 8¾ | 7? | 8½ | 6? | 7 | 7¼ | 7½ | 7½ | 6.40 | 5.80 | |
Dec. | 9? | 7¾ | 8 | 6? | 7¼ | 7¼ | 7½ | 7¼ | 6.44 | 5.45 | |
Yearly average | 8? | 8¼ | 8? | 7? | 6¾ | 7½ | 7? | 7? | 6.93 | 6.07 | |
1893 | 1894 | 1895 | 1896 | 1897 | 1898 | 1899 | 1900 | 1901 | 1902 | 1903 | |
Jan. | 5.33 | 5.15 | 5.87 | 7.85 | 6.13 | 5.40 | 7.43 | 9.90 | 7.58 | 7.20 | 8.27 |
Feb. | 5.30 | 5.15 | 6.00 | 7.35 | 6.26 | 5.48 | 7.40 | 9.90 | 7.81 | 7.20 | 8.20 |
March | 5.34 | 5.15 | 6.75 | 7.40 | 6.36 | 5.82 | 7.33 | 9.90 | 8.00 | 7.20 | 8.21 |
April | 5.52 | 5.15 | 9.12 | 7.00 | 6.13 | 5.67 | 7.05 | 9.51 | 7.68 | 7.30 | 8.35 |
May | 5.20 | 5.15 | 8.20 | 6.75 | 6.23 | 6.00 | 7.01 | 8.98 | 7.04 | 7.40 | 8.47 |
June | 5.21 | 5.15 | 7.83 | 6.85 | 6.14 | 6.16 | 7.20 | 7.88 | 6.90 | 7.40 | 8.55 |
July | 5.15 | 5.15 | 7.65 | 6.55 | 5.87 | 6.27 | 7.61 | 7.90 | 7.15 | 7.40 | 8.55 |
Aug. | 5.18 | 5.15 | 7.10 | 6.65 | 5.75 | 6.44 | 7.82 | 8.05 | 7.50 | 7.21 | 8.55 |
Sept. | 5.15 | 5.15 | 7.10 | 6.85 | 5.74 | 6.60 | 8.63 | 7.98 | 7.50 | 7.20 | 8.55 |
Oct. | 5.15 | 5.15 | 7.10 | 6.90 | 5.55 | 7.21 | 9.00 | 7.48 | 7.65 | 7.26 | 9.01 |
Nov. | 5.15 | 5.15 | 7.88 | 7.15 | 5.40 | 7.35 | 9.40 | 7.33 | 7.65 | 7.71 | 9.36 |
Dec. | 5.15 | 5.61 | 7.77 | 6.35 | 5.40 | 7.40 | 9.85 | 7.28 | 7.43 | 8.12 | 9.45 |
Yearly average | 5.24 | 5.19 | 7.36 | 6.98 | 5.91 | 6.32 | 7.98 | 8.50 | 7.49 | 7.38 | 8.62 |
Note.—In the above tables the quotations down to 1890, inclusive, are noted in cents and fractional parts of a cent; from 1891 to 1903 the prices are given in cents and decimal parts of a cent, i.e., 7.42 signifies seven and forty-two hundredths cents, and 9? means nine and three eighths cents per gallon. The above are New York quotations in barrels; bulk oil is generally 2.50c. below these prices. Philadelphia and Baltimore quotations are five points below New York; for instance, if New York price was 5.75c., the Philadelphia and Baltimore price would be 5.70c.
[Report of the Industrial Commission, 1900. Volume I, pages 569–570.]
Q. Now, the general result then is this: By virtue of your greater power you are enabled to secure prices that on the whole could be considered steadily somewhat above competitive rates?
A. Well, I hope so. I think we have better merchandising facilities, better marketing facilities, better distributing facilities, and better talent than a competitor can have.
Q. I am not asking with reference to your power of making profits, but it is with reference to getting the prices from the consumer.
A. Prices are what make the profit. If we had a better average price, we could get a better profit.
Q. You think, generally speaking, that you get prices for oil slightly above competitive prices?
A. Well, I should think so; I could not answer—that is a very general question, and very difficult to answer. I could not answer that specifically. I hope that we do.
Q. Of course, in this investigation, we are seeing if we can get some general principles on which legislation might be based, and these questions are to bring out, if we can, the power that so great an organisation has in fixing prices. Would you say, then, that in the case of an organisation that controls perhaps eighty per cent. of the markets of the country, there is a monopolistic element that enters in which enables them to hold prices above the regular rate? Is there a monopolistic power that comes merely from the power of capital itself?
A. Undoubtedly, there is an ability, and when that ability, as I have said, is unwisely used, it is sure to bring its own defeat.
Q. If that ability goes to get an exorbitant price, of course it will invite competition, but when that ability is kept within modest limits, would you still say that it was in the power of such an organisation to get the benefit of the monopolistic power that comes merely from the power of capital itself?
A. Well, I should say that that would be a very restricted power, a very restricted limit. The competitors in this country are very active.
Q. What? A. The competitors are very active; they are alert at all points with their small offerings in the hope to find just such a condition as you describe.
Q. Certainly.
A. But as I say, as business is and as it has been for many years, we could not have that ability to any considerable extent as merchants.
Q. If the ability were operative only to a slight extent, would it still be enough, do you think, to make a difference between what we may call a moderate dividend, say 6 or 7 per cent., and a pretty high dividend of between 15 and 20 per cent.?
A. Well, that involves so nice a question that I could hardly undertake to answer it; but generally as to the effect on the community, I should say——
Q. Generally on the prices in the United States?
A. I should say that the lessened cost incident to doing business in a large volume would more than compensate the consumer for any ability in getting higher prices.
Q. Then that leads to this point, whether the large capital does itself give an organisation the power to get a somewhat higher price than it could in the market provided the competitors were substantially equal in power?
A. Oh, it may be so, but that is a difficult question to answer.
NUMBER 59 (See page 2254)
W. H. VANDERBILT’S CHARACTERISATION OF STANDARD OIL MEN
[Report of the Special Committee on Railroads, New York Assembly, 1879. Volume II, pages 1668–1669.]
Q. Can you attribute, or do you attribute, in your own mind, the fact of there being one refiner instead of fifty, now, to any other cause except the larger capital of the Standard Oil Company?
A. There are a great many causes; it is not from their capital alone that they have built up this business; there is no question about it but that these men—and if you come in contact with them I guess you will come to the same conclusion I have long ago—I think they are smarter fellows than I am, a good deal; they are very enterprising and smart men; never came in contact with any class of men as smart and able as they are in their business, and I think a great deal is to be attributed to that.
Q. Would that alone monopolise a business of that sort?
A. It would go a great way toward building it up; they never could have got in the position they are in now without a great deal of ability, and one man would hardly have been able to do it; it is a combination of men.
Q. Wasn’t it a combination that embraced the smart men in the railways, as well as the smart men in the Standard Company?
A. I think these gentlemen from their shrewdness have been able to take advantage of the competition that existed between the railroads for their business, as it grew, and that they have availed themselves of that there is not a question of doubt.
Q. Don’t you think they have also been able to make their affiliations with railroad companies and railroad officers?
A. I have not heard it charged that any railway official has any interest in any of their companies, only what I used to see in the papers some years ago, that I had an interest in it.
Q. Your interest in your railway is so large a one that nobody would conceive, as a matter of personal interest, that you would have an interest antagonistic to your road?
A. When they came to do business with us in any magnitude; that is the reason I disposed of my interest.
Q. And that is the only way you can account for the enormous monopoly that has thus grown up?
A. Yes; they are very shrewd men; I don’t believe that by any legislative enactment or anything else through any of the states or all of the states, you can keep such men as them down; you can’t do it; they will be on top all the time; you see if they are not.
Q. You think they get on top of the railways?
A. Yes; and on top of everybody that comes in contact with them; too smart for me.
NUMBER 60 (See page 2259)
FAC-SIMILE OF ONE OF MR. KEMPER’S SHARES
[From History of Standard Oil Case in Supreme Court of Ohio, 1897–1898. Part II, page 271.]
No. S. 11 509,104
972,500
of one share.Incorporated under the laws of the State of Pennsylvania. Whole Shares
$50 each.NATIONAL TRANSIT COMPANYThis certifies that J. L. Kemper is the owner of Five Hundred Nine Thousand One Hundred and Four 972,500ths of one share of stock in the National Transit Company. The holder or assignee of this Scrip will be entitled to a Certificate of Stock, and to have his name entered on the corporate books as a stockholder, on presentation of sufficient fractional Scrip to entitle him to one full share.
Witness the corporate seal of said Company, attested by the signatures of its President and Treasurer at Philadelphia, Pa., this 20th day of February, 1896.
H. H. Rogers,President.Geo. W. ColtonTreasurer.[Seal][On the reverse side.]For value received.... hereby sell, assign, and transfer unto.... 972,500ths of one share of the Capital Stock represented by the within Certificate of Scrip, and do hereby irrevocably constitute and appoint.... Attorney to transfer the said Scrip on the books of the within named company, with full power of substitution in the premises.
Dated,......
J. L. Kemper.In the presence of Harwood R. Pool.
Notice.—The signatures to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
NUMBER 61
GENERAL BALANCE SHEET, STANDARD OIL INTERESTS, DECEMBER 31, 1896
[In the case of James Corrigan vs. John D. Rockefeller in the Court of Common Pleas, Cuyahoga County, Ohio, 1897.]
ASSETS | NOMINAL LIABILITIES | |||||||
---|---|---|---|---|---|---|---|---|
Plant | Other Assets | Total | Liabilities | Net Value | Capital Stock | Surplus or Impairment. | Net Value | |
Anglo-American Oil Co., Lim. | $6,111,436.75 | $10,877,942.53 | $16,989,379.28 | $8,997,759.61 | $7,991,619.67 | $2,530,666.66 | $5,460,953.01 | |
Atlantic Refining Co. | 4,879,636.08 | 6,637,750.39 | 11,517,386.47 | 357,691.56 | 11,159,694.91 | 5,000,000.00 | 6,159,694.91 | |
Buckeye Pipe Line Co. | 4,559,213.27 | 8,593,413.44 | 13,152,626.71 | 302,998.58 | 12,849,628.13 | 10,000,000.00 | 2,849,628.13 | |
Eureka Pipe Line Co. | 1,489,533.37 | 5,050,615.30 | 6,540,148.67 | 352,320.90 | 6,187,827.77 | 5,000,000.00 | 1,187,827.77 | |
Forest Oil Company | 4,236,370.10 | 800,482.59 | 5,036,852.69 | 198,645.38 | 4,838,207.31 | 5,500,000.00 | 661,792.69 | |
Indiana Pipe Line Co. | 992,426.01 | 2,222,381.90 | 3,214,807.91 | 7,821.80 | 3,206,986.11 | 1,000,000.00 | 2,206,986.11 | |
National Transit Co. | 6,800,056.66 | 42,529,353.39 | 49,329,410.05 | 23,296,866.66 | 26,032,543.39 | 25,455,200.00 | 577,343.39 | |
New York Transit Co. | 1,860,334.55 | 5,171,303.80 | 7,031,638.35 | 202,139.33 | 6,829,499.02 | 5,000,000.00 | 1,829,499.02 | |
Northern Pipe Line Co. | 639,001.65 | 583,766.46 | 1,222,768.11 | 44,161.69 | 1,178,606.42 | 1,000,000.00 | 178,606.42 | |
N. W. Ohio Nat. Gas. Co. | 118,679.71 | 204,480.33 | 323,160.04 | 11,384.76 | 311,775.28 | 1,967,100.00 | 1,655,324.72 | |
Ohio Oil Co., The | 4,832,307.19 | 310,705.42 | 5,143,012.61 | 326,923.43 | 4,816,089.18 | 2,000,000.00 | 2,816,089.18 | |
Solar Refining Co., The | 537,797.54 | 1,323,374.92 | 1,861,172.46 | 298,137.91 | 1,563,034.55 | 500,000.00 | 1,063,034.55 | |
Southern Pipe Line Co. | 1,527,175.80 | 2,074,374.05 | 3,601,549.85 | 66,929.31 | 3,534,620.54 | 5,000,000.00 | 1,465,379.46 | |
South Penn Oil Co. | 11,300,603.72 | 1,735,979.54 | 13,036,583.26 | 1,278,580.96 | 11,758,002.30 | 2,500,000.00 | 9,258,002.30 | |
Standard Oil Co., Indiana | 3,105,001.95 | 4,918,025.18 | 8,023,027.13 | 3,372,518.91 | 4,650,508.22 | 1,000,000.00 | 3,650,508.22 | |
Standard Oil Co., Kentucky | 474,352.83 | 4,236,638.24 | 4,710,991.07 | 49,835.90 | 4,661,155.17 | 1,000,000.00 | 3,661,155.17 | |
Standard Oil Co., New Jersey | 5,469,277.44 | 13,864,446.39 | 19,333,723.83 | 2,396,607.81 | 16,937,116.02 | 10,000,000.00 | 6,937,116.02 | |
Standard Oil Co., New York | 4,957,545.26 | 56,822,284.95 | 61,779,830.21 | 48,919,899.34 | 12,859,930.87 | 7,000,000.00 | 5,859,930.87 | |
Standard Oil Co., Ohio | 1,166,013.90 | 2,752,274.01 | 3,918,287.91 | 1,013,373.13 | 2,904,914.78 | 3,500,000.00 | 595,085.22 | |
Union Tank Line Co. | 2,615,594.64 | 340,563.75 | 2,956,158.39 | 11,653.38 | 2,944,505.01 | 3,500,000.00 | 555,494.99 | |
Total Plant | $67,672,358.42 | |||||||
Other Assets | $171,050,156.58 | |||||||
Total Assets | $238,722,515.00 | |||||||
Less Actual Liabilities | $91,506,250.35 | |||||||
Total Net Value | $147,216,264.65 | |||||||
Capital Stock | $98,452,966.66 | |||||||
Total Undivided Profits | $48,763,297.99 | |||||||
Total Capital and Surplus | $147,216,264.65 | |||||||
Other Assets S. O. Trust | 4,135.25 | |||||||
| ||||||||
$147,220,399.90 |
NUMBER 62 (See page 2267)
AMENDED CERTIFICATE OF INCORPORATION OF THE STANDARD OIL COMPANY OF NEW JERSEY
Resolved, That it is advisable to alter the charter of this company to read as below stated, and that a meeting of the stockholders be called to meet at the principal office of the company in Bayonne, N. J., on the fourteenth day of June, 1899, at 11 A.M., to take action hereon, notice of such meeting to be signed by the president and secretary and given to each stockholder in person or mailed to his proper post-office address at least ten days previous to the time of meeting as provided by the by-law.
First.—The name of the corporation is STANDARD OIL COMPANY.
Second.—The location of the principal office in the State of New Jersey is at the company’s refinery, in the City of Bayonne, County of Hudson. The name of the agent therein and in charge thereof, and upon whom process against this company may be served, is J. H. Alexander.
Third.—The objects for which this company is formed are: To do all kinds of mining, manufacturing, and trading business; transporting goods and merchandise by land or water in any manner; to buy, sell, lease, and improve lands; build houses, structures, vessels, cars, wharves, docks, and piers; to lay and operate pipe-lines; to erect and operate telegraph and telephone lines and lines for conducting electricity; to enter into and carry out contracts of every kind pertaining to its business; to acquire, use, sell, and grant licenses under patent rights; to purchase or otherwise acquire, hold, sell, assign and transfer shares of capital stock and bonds or other evidences of indebtedness of corporations, and to exercise all the privileges of ownership including voting upon the stocks so held; to carry on its business and have offices and agencies therefor in all parts of the world, and to hold, purchase, mortgage, and convey real estate and personal property outside the State of New Jersey.
Fourth.—The total authorised stock of the corporation is One Hundred and Ten Million Dollars, divided into One Million and One Hundred Thousand shares of the par value of One Hundred Dollars each. Of said stock the One Hundred Thousand shares now issued and existing shall be preferred stock, and the increase of One Million shares shall be common stock. Said preferred stock shall entitle the holder thereof to receive out of the net earnings a dividend of and not exceeding one and one-half per cent. quarterly before any dividend shall be paid on the common
stock. Common stock may at the discretion of the company be issued in exchange for preferred stock, and all preferred stock so received by the company shall be cancelled. Common stock may also be issued in payment for such property as the company has authority to purchase. Holders of preferred and of common stocks shall have like voting power. Fifth.—The names and post-office addresses of the incorporators and the number of shares subscribed for by each shall remain as set forth in the original certificate of incorporation.
Sixth.—The duration of the corporation shall be unlimited.
Seventh.—The corporation may use and apply its surplus earnings, or accumulated profits authorised by law to be reserved, to the purchase or acquisition of property, and to the purchase or acquisition of its own capital stock from time to time, to such extent and in such manner and upon such terms as its Board of Directors shall determine; and neither the property nor the capital stock so purchased or acquired, nor any of its capital stock taken in payment or satisfaction of any debt due to the corporation, shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by a majority of the Board of Directors, or a majority of the stockholders.
The corporation, in its by-laws, may prescribe the number necessary to constitute a quorum of the Board of Directors which may be less than a majority of the whole number.
The number of directors at any time may be increased or diminished by vote of the Board of Directors, and in case of any such increase the Board of Directors shall have power to elect such additional directors, to hold office until the next meeting of stockholders, or until their successors shall be elected.
The Board of Directors shall have power to make, alter, amend, and rescind the by-laws of the corporation, to fix the amount to be reserved as working capital, to authorise and to cause to be executed mortgages and liens upon the real and personal property of the corporation, and from time to time to sell, assign, transfer or otherwise dispose of any or all of the property of the corporation; but no such sale of all of the property shall be made except pursuant to the votes of at least two-thirds of the Board of Directors.
The Board of Directors, by resolution passed by a majority of the whole Board, may designate three or more directors to constitute an executive committee, which committee, to the extent provided in said resolution or in the by-laws of the corporation, shall have, and may exercise, the power of the Board of Directors in the management of the business and affairs of the corporation, and shall have power to authorise the seal of the corporation to be affixed to all papers which may require it.
The Board of Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts
and books of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account or book or document of the corporation, except as conferred by statute or authorised by the Board of Directors, or by a resolution of the stockholders. The Board of Directors shall have power to hold its meetings, to have one or more offices, and to keep the books of the corporation (except the stock and transfer books) outside of the state, at such places as may be from time to time designated by them.
I certify that the above resolution was adopted by the Board of Directors of the STANDARD OIL COMPANY, at a meeting held on the twenty-sixth day of May, A.D. 1899, a majority of directors being present and voting in favour thereof. Witness the seal of said corporation.
L. D. Clarke,Secretary.
NUMBER 63 (See page 2270)
PRODUCTION OF PENNSYLVANIA AND LIMA CRUDE OIL BY STANDARD OIL COMPANY 1890–1898
(Expressed in barrels of forty-two gallons.)
[Report of Industrial Commission, 1900. Volume I, page 561.]
YEAR | PENNSYLVANIA OIL | LIMA OIL | GRAND TOTAL | ||||||
---|---|---|---|---|---|---|---|---|---|
Total production | Standard Oil Co. production | Standard Oil per cent. of total | Total production | Standard Oil Co. production | Standard Oil per cent. of total | Pennsylvania and Lima production | Standard Oil Co. production | Standard Oil per cent. of total | |
1890 | 30,065,867 | 2,618,637 | 8.71 | 15,014,882 | 8,400,568 | 55.95 | 45,080,749 | 11,019,205 | 24.44 |
1891 | 35,742,127 | 4,913,775 | 13.74 | 17,381,923 | 9,319,156 | 53.61 | 53,124,050 | 14,232,931 | 26.79 |
1892 | 33,332,306 | 4,338,822 | 13.02 | 16,685,193 | 7,843,324 | 47.01 | 50,017,499 | 12,182,146 | 24.36 |
1893 | 31,256,283 | 6,705,276 | 21.45 | 17,823,255 | 7,260,899 | 40.74 | 49,079,538 | 13,966,175 | 28.46 |
1894 | 30,696,716 | 7,210,345 | 23.49 | 18,575,603 | 6,690,951 | 36.02 | 49,272,319 | 13,901,296 | 28.21 |
1895 | 30,891,868 | 9,119,920 | 29.52 | 21,719,250 | 6,808,876 | 31.35 | 52,611,118 | 15,928,796 | 30.28 |
1896 | 33,908,041 | 9,380,654 | 27.66 | 25,222,091 | 8,031,793 | 31.84 | 59,130,132 | 17,412,447 | 29.45 |
1897 | 35,170,367 | 9,787,353 | 27.83 | 22,793,033 | 7,497,349 | 32.89 | 57,963,400 | 17,284,702 | 29.82 |
1898 | 31,645,151 | 11,248,443 | 35.55 | 20,266,328 | 7,220,606 | 35.63 | 51,911,479 | 18,469,049 | 35.58 |
Total | 92,708,726 | 65,323,225 | 22.32 | 175,481,558 | 69,073,522 | 39.36 | 468,190,284 | 134,396,747 | 28.70 |
NUMBER 64 (See page 2270)
BUSINESS OF STANDARD OIL COMPANY AND OTHER REFINERS 1894–1898
(Barrels of fifty gallons. All products, domestic trade.)[Report of Industrial Commission, 1900. Volume 1, page 560.]
YEAR | STANDARD OIL COMPANY | OTHERS | TOTAL | ||
---|---|---|---|---|---|
Barrels | Per cent. of total | Barrels | Per cent. of total | Barrels | |
1894 | 18,118,933 | 81.4 | 4,145,232 | 18.6 | 22,264,165 |
1895 | 18,348,051 | 81.8 | 4,084,720 | 18.2 | 22,432,771 |
1896 | 16,341,161 | 82.1 | 3,569,719 | 17.9 | 19,910,880 |
1897 | 18,141,479 | 82.4 | 3,876,706 | 17.6 | 22,018,185 |
1898 | 19,999,939 | 83.7 | 3,914,999 | 16.3 | 23,914,938 |
Total | 90,949,563 | 82.3 | 19,591,376 | 17.7 | 110,540,939 |