United States v. Atlantic Refining Company

Decision Date08 June 1959
Docket NumberNo. 210,210
PartiesUNITED STATES of America, Appellant, v. ATLANTIC REFINING COMPANY et al
CourtU.S. Supreme Court

Mr. Robert A. Bicks, Washington, D.C., for the appellant.

Messrs. David W. Peck, New York City, and David T. Searls, Houston, Tex., for the appellees.

Mr. Justice BLACK delivered the opinion of the Court.

The Elkins Act, 32 Stat. 847, as amended, 49 U.S.C. §§ 41, 43, 49 U.S.C.A. §§ 41, 43, and the Interstate Commerce Act, 24 Stat. 380, as amended, 49 U.S.C. § 6(7), 49 U.S.C.A. § 6(7), make it unlawful for a common carrier to grant rebates to individual shippers by any device whatsoever, or to discriminate in favor of any shipper directly or indirectly. In 1941 the United States brought a complaint against appellees and several other major oil companies and their common carrier pipeline subsidiaries claiming that the pipelines were granting illegal transportation rebates to their shipper-owners under the guise of paying dividends. Although the Government charged that no dividends at all could lawfully be granted in the same year in which a shipper-owner sent products over a pipeline, the suit was settled in late 1941 by a consent decree containing a provision which allowed a shipperowner to receive a dividend equal to 'its share of 7 percentum (7%) of the valuation' of the common carrier pipeline's property. Any dividend in excess of this figure, however, was forbidden.1 That provision of the decree is before us for interpretation today.

From 1941 to 1957 appellees computed allowable dividends by taking 7% of the valuation of pipeline property and then giving each owner a proportion of this sum equal to the percentage of stock it owned. In 1957, however, the Government brought this suit against appellees claiming that the pipelines were giving, and the shipper-owners were receiving, dividends in excess of those allowed by the decree. The Government did not contest the valuation figures used, but argued, despite the language of the decree, that only a part of 7% of the valuation could actually be made available as dividends to stockholders. The total allowable 'dividends,' it claimed, would have to be shared between stockholders and creditors. The stockholder's (shipperowner's) 'share' of the carrier valuation, so the argument ran, was to be the proportion which stock-investment in the carrier bore to the carrier's total invested capital (including debt owed to third persons). Seven percent stockholder-dividends could only be computed out of this 'share' of the sum, and could then be distributed to each shipper-owner in proportion to its individual stock interest. Only in this way, the Government contended, could the consent decree's aim of preventing disguised rebates be accomplished. For only in this way would dividends be limited to a 'fair' sum: 7% of the current value of what each owner had invested in its subsidiary. The trial court rejected the Government's interpretation, and the United States brought a direct appeal under 32 Stat. 823, as amended, 15 U.S.C. § 29, 15 U.S.C.A. § 29, 49 U.S.C. § 45, 49 U.S.C.A. § 45.

On consideration of the language and the history of this decree we agree with the trial court. If the decree had meant to limit dividends to 7% of the current value of a parent company's actual investment in a subsidiary, as the Government claims, one can hardly think of less appropriate language in which to couch the restriction. Admittedly, by reading the word 'share' to refer to a proportion of total capitalization rather than to the percentage of stock owned by a parent company, the language can be made to support the United States' contention.2 But that is surely a strained construction, and cannot be reconciled with the consisent reading given to the decree, by both the United States and appellees, from the date it was entered until 1957—about 16 years.

In 1942, less than a year after the decree was issued, the United States consented to a supplemental order affecting one of the pipeline companies. This order approved a plan of recapitalization for the pipeline which would at least have been highly suspect under the reading the Government today gives the decree. Significantly the supplemental order, which was agreed to by the official who had represented the Government in drafting the original decree, expressly stated that the plan did not violate that judgment.

There are also other indications that the Government's interpretation of the decree did not, originally, differ from the one appellees urge today. For example, the...

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