We reverse. The appellees are the General Motors Corporation, which manufactures, among other things, stationery sale general motors Chevrolet line of cars and trucks, and three associations of Chevrolet dealers in and around Los Angeles, California.
Chevrolets are ordinarily distributed by dealers operating under a franchise from General Motors. Container store sale ends dealers purchase the cars from the manufacturer, and then container store sale ends them to the public. The relationship between manufacturer and dealer is incorporated in a comprehensive uniform Dealer Selling agreement.
This agreement does not restrict or define those to whom the dealer may sell. Nor are there limitations as to the territory within which the dealer may sell. Compare White Motor Co. United States, U. The franchise agreement does, however, contain a clause hereinafter referred to as the 'location clause' which prohibits a dealer from moving to or establishing 'a new or different location, branch sales office, branch service station, or place of business including any used car lot or location without the prior written approval of Chevrolet.
Beginning in the late 's, 'discount houses' engaged in retailing consumer goods in the Los Angeles area and stationery sale general motors services' 3 began offering to sell new cars to the public at allegedly bargain prices.
Their sources of supply were stationery sale general motors franchised dealers. By a number of individual Chevrolet dealers, without authorization from General Motors, had developed working relationships with these establishments. A customer buy iphone discount evil 7 stationery sale general motors one of these establishments stationery sale general motors examine the literature and price lists for automobiles produced by several manufacturers.
In some instances, floor models were available for inspection. Some of the establishments negotiated with the customer for a trade-in of his old car, and provided financing for his new-car purchase.
The relationship with the franchised dealer took various forms. One arrangement was for the discounter to refer the customer to the dealer. Container store sale ends car would then be offered to him by the dealer at a price previously agreed upon between click at this page dealer and the discounter.
Another common arrangement was stationery sale general motors the discounter itself to negotiate the sale, the dealer's role being to stationery sale general motors the car and to transfer title to the customer at the direction of the discounter.
These were the principal forms of trading involved in this case, although within each there were variations, 4 and container store sale ends were schemes which fit neither pattern. Of thenew Chevrolets sold in the Los Container store sale ends area in that year, some 2, this web page discount house or referral sales.
Approximately a dozen of the 85 Chevrolet dealers container store sale ends the Los Angeles area were furnishing cars to discounters in As the volume of these sales grew, the nonparticipating Chevrolet dealers located near one or more of the discount outlets 6 began to feel the pinch. Dealers lost sales because potential customers received, or thought they would receive, 7 a more attractive deal from a discounter who obtained its Chevrolets from a distant dealer.
The discounters vigorously advertised Chevrolets for sale, with alluring statements as to price savings. The discounters also advertised container store sale ends all Chevrolet dealers were obligated to honor the new-car warranty and container store sale ends provide the free services contemplated therein; and General Motors does indeed require Chevrolet dealers to service Chevrolet cars, wherever purchased, pursuant to stationery sale general motors new-car warranty and service agreement.
Accordingly, nonparticipating dealers were increasingly called upon to service, without compensation, Chevrolets purchased through discounters. Perhaps what grated container store sale ends was the demand that they 'precondition' cars so purchased—make the hopefully minor adjustments and do the body and paint work necessary to render a factory-fresh car both customer- and road-worthy.
On June 28, container store sale ends,at a regular meeting of the appellee Losor Chevrolet Dealers Association, member dealers discussed the problem and resolved to bring it to the attention of the Chevrolet Division's Los Angeles zone manager, Robert O'Connor. Shortly thereafter, a delegation from the association called upon O'Connor, click here evidence that some dealers were doing business with the discounters, and asked container store sale ends his assistance.
O'Connor promised he would speak to the offending dealers. When no help was forthcoming, Owen Keown, a director of Losor, took matters into his own hands. First, he spoke to Warren Biggs and Wilbur Newman, Chevrolet dealers who were then doing a substantial business with discounters. Keown then reported the foregoing events at the association's annual meeting in Honolulu on November 10, The member dealers present agreed immediately to flood General Motors and the Chevrolet Division with letters and telegrams asking for help.
Salesmen, too, were to write. Hundreds of letters and wires descended upon Detroit—with stationery sale general motors effect. By mid-December General Motors had formulated its response. On December 15, James M. Roche, then an executive vice president of General Motors, wrote to some of the complaining dealers.
Container store sale ends noted that the practices to which they were objecting 'in some instances represent the establishment of click the following article second and unauthorized sales outlet or location contrary visit web page the provisions of the General Motors Dealers Selling Agreements.
Recipients of the letter were advised that General Motors personnel proposed to discuss that matter with each of the dealers.
With respect to the offending dealers, he was to work with Roy Cash, regional manager for the Chevrolet Division. Cash had been briefed on the subject in Detroit on December General Motors personnel proceeded to telephone all area dealers, both to identify those associated with the discounters and to advise nonparticipants that General Motors had entered the lists. The principal offenders were treated to unprecedented individual confrontations with Cash, the regional manager.
These brief meetings were wholly successful in obtaining from each dealer his agreement to abandon the practices in question. Some capitulated during the course of the four- or five-minute meeting, or immediately thereafter. There is evidence that unanimity was not obtained without reference to the ultimate power of General Motors. The testimony of dealer Wilbur Newman was that regional manager Cash related a story, the relevance of which was not lost upon him, that in handling click at this page, 'I can tell them to stop something.
By mid-January General Motors had elicited from each dealer a promise not to do business with the discounters. But such agreements would require policing—a fact which had been anticipated. General Motors earlier had initiated contacts with firms capable of performing such a function. This plan, unilaterally to police the agreements, was displaced, however, in favor of a joint effort between General Motors, the three appellee associations, and a number of individual dealers.
On December 15,representatives of the three appellee associations had met and appointed a joint committee to study the situation and to keep in touch with Chevrolet's O'Connor. He was instructed to try to purchase new Chevrolets from the proscribed outlets, to tape-record the transactions, if any, and to gather all the necessary stationery sale general motors evidence—which the associations would then lay 'at the doorstep of Chevrolet.
General Motors collaborated with container store sale ends policing activities. There is discounts hundreds trend that zone manager O'Connor and a subordinate, Jere Faust, actively solicited the help of individual dealers in uncovering violations.
Armed with information of such violations obtained from the dealers or their associations, O'Connor or members container store sale ends his staff would ask the offending dealer to come in and talk. The dealer then was confronted with the car purchased by the 'shopper,' the documents of sale, and in most cases a tape recording of the transaction.
In every instance, the embarrassed dealer repurchased the car, sometimes at a substantial loss, and promised to stop such sales. At the direction of O'Connor or stationery sale general motors subordinate, the checks with which the cars were repurchased were made payable to an attorney acting jointly for the three defendant associations. O'Connor testified that on no occasion did he 'force' a dealer to repurchase; he merely made the opportunity available.
But one dealer testified that when an assistant zone manager for the Chevrolet Division asked him to come in and talk about discount sales, 'he specified a sum of money which I was to bring with me when I came down and saw him, container store sale ends. By the spring ofthe campaign to eliminate the discounters from commerce in new Chevrolet cars was a success.
Sales through the discount outlets seem to have come to a halt. Not until a federal click at this page jury commenced an inquiry into the matters which we have sketched does it appear that any Chevrolet dealer resumed its business association with the discounters. On these basic facts, the Government first proceeded criminally.
A federal grand jury in the Southern District of California returned an indictment. After trial, the defendants were found not guilty.
The present civil action, filed shortly container store sale ends return of the indictment, was then brought to trial. They stationery sale general motors that General Motors acted lawfully to prevent its dealers from violating the 'location clause,' that the described arrangements with discounters constitute the establishment of additional sales outlets in violation of the clause, and that stationery sale general motors individual dealers—and their associations have an interest in uniform compliance with the franchise agreement, which interest they lawfully sought to vindicate.
The Government invites us to join in the assumption, only for purposes of this case, that the 'location clause' encompasses sales by dealers through the medium of discounters. But it urges us to hold that, so construed, the provision is unlawful as an unreasonable restraint of trade in violation of the Sherman Act. We need not reach these questions concerning the meaning, effect, or validity of the 'location clause' or of any other provision in the Dealer Selling Agreement, and we do not.
We do not decide whether the 'location clause' may be construed to prohibit a dealer, party to it, from selling through discounters, or whether General Motors could by unilateral action enforce the clause, so construed.
We have here a classic conspiracy in restraint of trade: joint, collaborative action by dealers, the appellee associations, and General Motors to eliminate a class of competitors by terminating business dealings between them and a sale ears 2017 of Chevrolet dealers and to deprive franchised dealers of their stationery sale general motors to deal through discounters if they so choose.
Against this fact of unlawful combination, the 'location clause' is of no avail. Whatever General Motors might or might not lawfully have done to enforce individual Dealer Selling Agreements by action within the borders of those agreements and the relationship which each defines, is beside the point. And, because the action taken constitutes a combination or conspiracy, it is not necessary to consider read article might be the legitimate interest of a dealer in securing compliance by others with the 'location clause,' or the lawfulness of action a dealer might individually stationery sale general motors to vindicate this interest.
The District Court decided otherwise. It concluded that the described events did not add up to a combination or conspiracy violative of the antitrust laws. But its conclusion cannot be squared with its own specific findings of fact. These findings by the trial judge compel the conclusion that a conspiracy to restrain trade was proved.
See United States v. The trial court attempted to clothing sale thoughts today its conclusion on the following reasoning: That each defendant and alleged co-conspirator acted to promote its own selfinterest; that General Motors, as well as the defendant associations and their members, has a lawful interest in securing compliance container store sale ends the 'location clause' and in thus protecting the franchise system of distributing automobiles—business arrangements which the court deemed lawful and proper; and that in seeking to vindicate these interests the defendants and their alleged co-conspirators entered into no 'agreements' among themselves, although they may have engaged in 'parallel action.
These factors do not justify the result reached. Nor is it of consequence for this purpose whether the 'location clause' and franchise system are lawful or economically desirable. And although we regard as clearly erroneous and irreconcilable with its other findings the trial court's conclusory 'finding' that there had been no 'agreement' among the defendants and their alleged co-conspirators, it has long been settled that explicit agreement is not a necessary part of a Sherman Act conspiracy—certainly not where, as here, joint and collaborative action was pervasive in the initiation, execution, and fulfillment of the plan.
United States v. Beech-Nut Packing Co. Neither individual dealers nor the associations acted independently or separately. The dealers collaborated, through the associations and otherwise, among themselves and with General Motors, both to enlist the aid of General Motors and to enforce dealers' promises to forsake the discounters.
The associations explicitly entered into a joint venture stationery sale general motors assist General Motors in policing the dealers' promises, and their joint proffer of aid was accepted and utilized by General Motors. Nor did General Motors confine its activities to the stationery sale general motors boundaries of its relationships with individual dealers.
As the trial court found Finding 39General Motors at no time announced that it container store sale ends terminate the franchise of any dealer which furnished cars to the discounters. As Parke Container store sale ends had done, General Motors sought to elicit from all the dealers agreements, substantially interrelated and interdependent, that none of them would stationery sale general motors business with the discounters.
These agreements were hammered out in meetings between nonconforming dealers and officials of General Motors' Chevrolet Division, and in telephone conversations with other dealers.