Full opinion text
ALEXANDER HARVEY, II, District Judge: These consolidated cases involve various antitrust claims asserted by four independent gasoline service station dealers against their supplier-landlord. Each of the four plaintiffs operates in the Baltimore metropolitan area,a filling station leased from his supplier, defendant Crown Central Petroleum Corporation (hereinafter “Crown”). Each has filed a separate action in this Court seeking treble damages, attorneys’ fees, costs and injunctive relief under Section 1 of the Sherman Act and Sections 4 and 16 of the Clayton Act, 15 U.S.C. §§ 1,15 and 26. In language that is almost identical, the four complaints allege an illegal horizontal conspiracy between Crown and its competitors, an illegal vertical agreement between Crown and each plaintiff and an illegal tying agreement between Crown and each plaintiff. Specifically, it is alleged (1) that in recent years Crown has unlawfully combined and conspired with certain competitors to raise, fix, stabilize and maintain wholesale and retail gasoline prices in the Baltimore metropolitan area; (2) that since plaintiffs have been lessees of their stations, Crown has unlawfully fixed and determined the retail prices for the sale by plaintiffs of gas and oil; (3) that Crown has unlawfully required plaintiffs to purchase motor oils from it; and (4) that Crown has unlawfully restricted plaintiffs as to the types of other products sold at their stations through vending machines or otherwise and as to the sources from which such other products could be purchased. After each suit was filed, Crown notified each plaintiff that his lease would not be renewed. Plaintiffs thereupon filed a combined motion for a preliminary injunction under § 16 of the Clayton Act, 15 U.S.C. § 26, seeking to enjoin Crown from terminating or not renewing their leases, pending the final determination of these actions. Following extensive discovery, a hearing was held on such motion, and this Court ruled that a preliminary injunction should be entered to prevent irreparable harm to plaintiffs and to maintain the status quo during the pendency of this litigation. Phillips v. Crown Central Petroleum Corporation, 376 F.Supp. 1250 (D.Md.1973). Under the terms^of this Court’s preliminary injunction of September 20, 1973, plaintiffs have continued to operate their service stations subject to the provisions of Crown’s current Lease and Dealer Agreement, under which all of Crown’s dealers in Maryland now operate their stations. Many of the background facts involved in this litigation are set forth in this Court’s previous Opinion, which is reported at 376 F.Supp. 1250-1258. However, the only issue involved there was plaintiffs’ right to a preliminary injunction and the only claims considered were that plaintiffs were not being renewed because they had refused to comply with illegal directives from Crown to fix their retail prices of gas and oil and because they had insisted on their right to sell products other than those designated by Crown. Because of the urgent necessity that plaintiffs’ right to continue as dealers during the pendency of the litigation be determined at the earliest possible date, the motion was decided without an evidentiary hearing and on the affidavits, exhibits and deposition filed by the parties. In its Opinion, this Court noted that there were numerous conflicts between affidavits submitted by the plaintiffs and those filed on behalf of Crown. 376 F.Supp. at 1254. Findings were made on the basis of the record then before the Court, and the right was reserved to the parties to relitigate fully at trial all the factual issues. As a result of such findings, this Court concluded that plaintiffs at trial would probably be able to establish that their leases were not renewed because they had objected to illegal coercive pressures brought by defendant against each of them. 376 F.Supp. at 1256. Following extensive additional discovery and pre-trial proceedings, these consolidated cases were tried by this Court sitting without a. jury. With the agreement of the parties, the Court ordered a bifurcated trial, with all issues of liability being tried first and all issues of remedy reserved for a later trial if this Court were to find liability. The trial lasted some four weeks. The numerous witnesses included, of course, the plaintiffs themselves and various officers and representatives of Crown. The testimony was sharply conflicting as to most factual issues. Proposed findings of fact were filed by the parties before the trial and supplementary proposed findings after the trial. In making the detailed findings of fact set forth hereinafter, this Court has generally credited the testimony of the plaintiffs and the witnesses called on their behalf and has therefore accepted many more of plaintiffs’ proposed findings than defendant’s. The accounts given by the plaintiffs of their dealings with Crown are corroborated by other evidence in the cáse and in particular by the testimony of witnesses who had no particular stake in the outcome of this litigation. Throughout the lengthy trial, various non-party witnesses called by plaintiffs generally gave a description of Crown’s operating methods and relations with its dealers and competitors which was similar to that given by the plaintiffs in their testimony. ISSUES It is agreed that the following issues are presented to the Court in this case: 1. Did Crown violate the antitrust laws by engaging in horizontal price-fixing? 2. Did Crown violate the antitrust laws by engaging in vertical price-fixing? 3. Did Crown violate the antitrust laws by imposing unreasonable restraints on the plaintiffs as to their freedom to purchase and sell motor oils, antifreeze, vending machine items and other products? 4. If the antitrust laws were violated in one more of these respects, did such violation cause Crown not to renew the leases of plaintiffs or did the plaintiffs suffer other injury as a result of such violation ? FINDINGS OF FACT (a) General Findings 1. Crown Central Petroleum Corporation is a Maryland corporation with its principal office in Baltimore, Maryland. Crown operates a refinery located in Houston, Texas and markets gasoline through service stations trading under the Crown name located in fourteen Eastern and Gulf Coast states. In 1972 and 1973, Crown’s gross revenues were $183 million and $213 million respectively, while net profits after taxes were $1.3 million and $8.4 million respectively. For the six months ended June 30, 1974, revenues increased 2.2 fold, year to year. 2. Crown is generally referred to in the petroleum industry as an “independent” gasoline marketer, as are other oil companies, including Ashland Oil Company, Hess Oil Company, Petroleum Marketing Corporation (PMC), Meadville Corporation and Hudson Oil Company. PMC operates the “Scot” stations and Meadville operates the “Saveway” stations. Gasoline sold at service stations supplied by the independents is generally sold at prices lower than the prices charged at service stations supplied by the “Major” oil companies, including Exxon, American Oil, Gulf and Citgo. 3. In 1968, Crown altered its method of marketing gasoline in the Maryland market. At this time, Crown began to sell its gasoline through the so-called “multipump” marketing concept. This involved the sale of gasoline and motor oil at discount prices in modern, well-lighted, clean and uncluttered service stations featuring fast, efficient service by neatly-groomed attendants. Before 1968, Crown had itself owned and operated its service stations in the Baltimore area. In changing its method of operation, Crown felt that an independent dealer would be better able than a company employee to maintain supervisory control over the station’s attendants and facility and that this would serve to enhance Crown’s image of clean appearance and fast service. Through its multipump outlets, Crown has continually increased its share of the Maryland gasoline market. In 1968, Crown’s total sales of gasoline in Maryland amounted to less than 2% of the market. For the year 1972, it had raised its share to 4%. 4. By 1973, in the Maryland market, Crown was the largest of the independent gasoline marketers and its 5% share of gallonage sales was the fifth largest market share of all gasoline marketers, including the “major” oil companies. By that date, it was surpassed, insofar as its share of the market was concerned, only by Exxon, American Oil, Shell and Gulf. 5. The independent dealers would lease their stations from Crown, purchase petroleum products from Crown and hire and maintain their own attendants. 6. Each Crown dealer would execute a lease, a dealer contract and an Equipment Loan Agreement. Prior to 1973, each of these instruments was for terms of one year and renewed itself for successive one-year terms, if not terminated. The contracts and leases were cancellable on five days’ notice. 7. Since July 1, 1973, when the Maryland Gasoline Product Marketing Act went into effect, Crown and its dealers, other than plaintiffs, have entered into new contracts with terms ranging up to three years. 8. Crown has found that its dealers have, for the most part, maintained clean, attractive stations and provided fast, efficient service. Sales at Crown’s multipump stations have continued to grow under dealer operation, with the result that Crown’s sales, profits and share of the Maryland market have increased. At the same time, such operation of multipump stations has proved to be profitable for the dealers. 9. Each plaintiff is an independent Crown service station dealer and has operated his Crown service station pursuant to leases and contracts with Crown. Plaintiff Phillips operated a Crown service station located at Garrison and Wabash Avenues in Baltimore City during the period December 21, 1970 until January 1971. Since January 25, 1971, Phillips has operated the Crown service station located at Ritchie Highway and Old Annapolis Road. Plaintiff Tumminello has operated the Crown service station located at 5838 Belair Road since March 1969. During the period 1964 until March 1969, Tumminello was employed by Crown first as a Sales Representative and then as a Sales Supervisor. Plaintiff Freitag has operated the Crown service station located at Harford Road and Northern Parkway since November 25, 1970. Plaintiff Myers has operated the Crown service station located at Quarterfield and Old Stage Roads since August 18, 1970. 10. Each plaintiff originally operated under a renewable one-year lease and contract. Plaintiff Phillips was offered and accepted a six-month lease and contract in December 1972. He filed his suit in this Court on April 3, 1973. He was notified on May 11, 1973 that his lease and contract would be allowed to expire. Plaintiff Tumminello was offered and accepted a six-month lease and contract in February 1973. He filed his suit in this Court on April 3, 1973. He was notified on May 11, 1973 that his lease and contract would be allowed to expire. Plaintiff Freitag filed his suit fn this Court on May 18, 1973. By letter dated August 2, 1973, Freitag was notified by Crown that it would not enter into a new lease and contract with him upon the expiration of his present lease and contract on November 25, 1973. The lease and contract of plaintiff Myers were successively renewed for one-year terms in August 1971 and August 1972. 11. After he filed suit on May 18, 1973, plaintiff Myers was offered a Branded Service Station Lease and Dealer Agreement by Crown of the type under which all present Maryland Crown dealers now operate. Myers executed the Lease and returned it to Crown. However, because he believed certain provisions of the lease were illegal, he reserved the right to challenge in this suit the legality of the new lease. For this reason, Crown refused to accept the Lease and Agreement which had been signed by Myers. 12. During the time that plaintiffs have operated their Crown service stations, each plaintiff has devoted substantial efforts and has invested substantial amounts of time and money to promote the sale of gasoline, motor oils and other products at his station. As a result of the efforts of each plaintiff, each has substantially improved the gallonage sales at his service station. Plaintiffs Tumminello and Freitag have received awards and commendations for the attractive appearance of their stations. Gasoline sales at both Freitag’s and Phillips’ service stations have been above the average of all Crown dealers in the Baltimore market, and Tumminello’s sales have been only slightly below those of the average Crown dealer. Myers’ sales have also been satisfactory. 13. Plaintiffs’ satisfactory performance as Crown service station dealers has previously been recognized by Crown. (b) Findings Concerning Horizontal Price-Fixing 14. Beginning at least as early as 1968, Crown has combined with competing independent suppliers, including, among others, PMC, Hess, Ashland and Meadville, to artificially maintain retail gasoline prices in the Baltimore metropolitan area. Crown has conspired with the above-named suppliers, among others, in the Baltimore metropolitan area, both to eliminate retail price disturbances which threatened to become major price wars, and to initiate joint retail price increases. 15. On the morning of January 26, 1972, Crown District Manager Jack Conway and Crown Sales Representative Michael Corbett visited Crown dealer John Gibson at his service station located at 2650 Patapsco Avenue and discussed with him low retail prices charged by a competing Scot station operated by PMC located at Patapsco Avenue and Potee Street. Conway made a long distance telephone call from Gibson’s service station and dialed 202-223-5440, the telephone number of PMC. Conway identified to PMC Retail Sales Manager and Vice President Henry Wainwright the competing Scot service station and complained that it was posting a low retail price. Later that same day, PMC increased the retail price charged at the Scot service station which was then competing with Gibson’s Crown station. On other occasions, Conway contacted a representative of PMC for the purpose of effecting joint retail price increases. 16. Similarly, PMC initiated telephone communications with Crown in order to effectuate joint retail price increases at competing Crown and PMC supplied Scot service stations. Joseph Gilboy, Crown District Manager, received repeated requests from representatives of PMC, including Wainwright, to increase retail prices charged at Crown service stations. 17. On various occasions, Gilboy received telephone calls from representatives of PMC informing him that PMC was going to institute retail gasoline price changes at particular Scot stations. On these occasions, Gilboy was given advance notice of future retail price moves by Scot stations, before these price changes were made known to the public.. 18. Since 1970, Wilbur G. Pressler, Crown’s Manager of Administration, Marketing Department, has repeatedly communicated by telephone with representatives of other independent suppliers, including Irving Grossman of Hess, Joe Davis of Ashland and Joseph Jerome of Meadville, in order to eliminate retail price disturbances within, the Baltimore market. Pressler repeatedly telephoned Irving Grossman, who handled the pricing for Hess in Baltimore, to complain about Hess branded service stations which posted lower retail prices in the Baltimore metropolitan area than competing Crown stations. On one occasion, when Grossman attempted to justify a low retail price charged by a Hess service station located on Ritchie Highway by identifying a competing Peco independent service station which was also charging the same price, Pressler told Grossman that the actions of the Peco service station did not justify Hess’ low retail price and that Grossman was really reaching out for a reason for a lower price. In the Patapsco Avenue area, a Crown station competed with stations of Midway, Hess and Ashland. Retail prices had been stabilized in that area shortly before January 1973, when the price structure was endangered by a double stamp promotion at the Saveway service station. The Ashland-supplied Bi-Lo service station in the area retaliated by lowering its retail price. Other independent gasoline marketers, including Crown and Hess, were well aware of the importance of ending the price war on Patapsco Avenue. They feared that major oil companies which supplied stations located in the Patapsco Avenue area would react to the price disturbance by instituting voluntary allowances to their services stations which were losing volume to the discounting independents. If the major oil companies granted such voluntary allowances, such allowances would be in effect over a much larger portion of the Baltimore area and would depress retail prices charged at independent service stations throughout the broad geographic area of the Baltimore market. Crown Vice President Jack Loving instructed Wilbur Pressler, Crown’s Manager of Administration, Marketing Department, to telephone Ashland’s Vice President Joe Davis, to complain that the Bi-Lo service station was charging low retail prices and thereby threatening the stabilization of retail prices in the Patapsco area. Davis told Pressler that the price reduction at the Bi-Lo station was occasioned by Saveway’s glasses or stamp promotion at its Patapsco Avenue station. Pressler also related Crown’s complaint concerning Saveway’s promotion to Joseph Jerome, Vice President of Mead-ville, by telephoning Jerome at his office in New Jersey. Pressler told Jerome that he had just spoken with Ashland and further informed him of Ashland’s claim that Saveway had precipitated the price disturbance by its promotion at its Patapsco Avenue service station. Pressler felt that a continuation of the price cutting would hurt the entire market, and his intent in making these calls was to eliminate the price competition in the area of western Baltimore. 19. A dealer-operated Crown service station is located near the intersection of York Road and Padonia Road in Timonium, Maryland. This station competed with nearby Hess, Phillips and Scot service stations. Sometime in 1971, in an effort to stabilize retail prices in the area which was then experiencing a price war, some one from Crown’s marketing department telephoned the office of Phillips Petroleum in Maplewood, New Jersey for the purpose of causing the competing Phillips station to raise its retail prices. However, Crown was unable to induce Phillips Petroleum to participate in curing this price depression. It was reported to Crown’s Vice President of Sales, J. I. Loving, that the telephone call to Phillips had yielded: “No action. No results. No action.” 20. From April 1969 until August 1971, Howard E. Knox was Administrative Aide and Secretary to Theodore Ferguson and Henry Wainwright, officers of PMC. Throughout the term of Knox’s employment, PMC engaged in constant communication with its competitors, including Crown, Saveway and others, for the purpose of fixing retail gasoline prices. On orders from Wainwright and Ferguson, Knox personally spoke with Crown District Managers Joseph Gilboy and John Conway. During these conversations, Knox would tell Gil-boy and Conway that PMC intended to either raise or lower its prices at a given time and date and in a certain distribuíing area. Knox would ask if Gilboy or Conway would agree to go along with PMC on its price rise or decrease, as the case might be. In each case that Knox could recall, either Gilboy or Conway called back and told Knox that they agreed. Knox had similar discussions with Mort Sands of Meadville and with representatives of other competing companies, in which he would advise these competitors of an impending Scot price change and would receive assurances that their competing service stations would institute similar price changes. Knox was also instructed to place telephone calls for his superiors. Although Knox did not participate in these conversations, their substance was the same as the calls described as having been made by Knox himself. Because his desk was' located close to Ferguson’s, Knox was able to frequently overhear Ferguson’s conversation with competing gasoline suppliers. 21. While Henry Wainwright was Retail Sales Manager and Vice President of retail marketing for PMC from 1970 to date, he had repeated telephone conversations with representatives of Mead-ville, Hess and Crown for the purpose of discussing retail prices throughout PMC’s marketing area. 22. Since at least as early as 1964 and continuing through 1973, independent gasoline suppliers in the Maryland marketing area have used an industry organization, the Society of Independent Gasoline Marketers of America (SIGMA), as a vehicle to fix and stabilize retail prices charged at independent service stations. SIGMA executives repeatedly telephoned representatives of Crown, PMC and Hess to inform them that certain competing oil companies intended to increase retail prices by a certain amount at a certain time. Pressler of Crown .received telephone calls from SIGMA executives Howard Teak and Richard Reynolds, during which they gave him advance notice that particular competitors intended to effectuate price changes. Following such a communication, Crown would increase the retail prices charged at service stations which it supplied. 23. In addition to coordinating retail gasoline price increases among the independent gasoline marketers, including Crown, SIGMA was also utilized to cure smaller pockets of depressed retail pricing. Irving Grossman of Hess utilized SIGMA as an intermediary to complain to his competitors concerning low retail prices which they charged at their service stations. On one occasion, Howard Teak at SIGMA relayed to Mary ■ and Robert Hudson, principals of Hudson Oil Company, at Grossman’s request, his complaint that Hudson wanted to destroy local markets by discount pricing. Unlike Crown, PMC, Hess and other independent gasoline marketers in the Maryland area, Hudson refused to participate in efforts of its competitors to cure retail price disturbances, but instead avoided, on most occasions, discussions with SIGMA and its competitors. 24. Beginning at least as early as the spring of 1969 and continuing until at least as late as the summer of 1971, Ferguson and Knox of PMC received various telephone calls from Teak. On occasion, Teak would inform Knox that the major oil companies were “going up” by one or two cents within one or two days. Upon being informed of SIGMA’s message, Ferguson would instruct Knox to increase the retail prices charged by PMC’s Scot branded service stations by a like amount. In addition, Ferguson would either instruct Knox to telephone the other independent suppliers or would himself telephone them, so that they might increase the retail prices charged at the service stations which they supplied by a like amount at the same time. Among the individuals so contacted by Ferguson or Knox were representatives of Crown, Meadville, Hess and others. 25. During his employment with Crown from 1964 until 1969, plaintiff Tumminello learned that Crown had agreements with other oil companies through which Crown could effectuate joint retail price increases within the Baltimore market. Gilboy informed Tumminello that he had succeeded in increasing retail prices charged by a competitive Field service station in York, Pennsylvania. On several occasions, Crown District Manager Clark Corcoran instructed Tumminello to observe a Scot station on York Road in Baltimore to confirm an increase in its retail prices which would occur at 3:00 P.M. on that afternoon. On each occasion, Tumminello reported to Corcoran that the Scot service station had increased its price as Corcoran had said it would. On occasion, Corcoran assigned Tumminello to observe price changes at a Saveway service station located on Pulaski Highway. In each instance, Tumminello confirmed to Corcoran that the Saveway station had actually changed its retail price as predicted. 26. On November 24, 1970, after becoming an independent dealer, Tumminello was telephoned by Crown office manager Chris Blackman, who instructed him to increase the retail price which he charged for gasoline by one cent per gallon. Blackman told Tumminello that an agreement had been reached among Crown, PMC, Hess and others to increase the retail gasoline price in Tumminello’s marketing area by one cent per gallon at 3:00 P.M. that afternoon. Tumminello telephoned plaintiff Freitag, who at that time managed the company-operated Harford Road Crown service station. Freitag informed Tumminello that he had been instructed by Conway to increase the retail prices charged by the Harford Road Crown station at 3:00 P.M. 27. On at least one occasion, Margaret E. Kling, who was the independent operator of the Crown service station in York, Pennsylvania, from mid-1970 until early 1972, was instructed by Crown representative Donald Head to increase her retail gasoline prices. When Mrs. Kling objected to this increase, Head assured her that competing independent gasoline service stations in the area would be similarly increasing their prices. 28. On other occasions throughout the period during which Tumminello has been a Crown dealer, he has been instructed by Crown representatives that he must increase the retail prices charged at his service station to effectuate agreements reached among Crown and other independent suppliers. In February 1973, Blackman telephoned Tumminello and ordered him to increase his retail gasoline price because an arrangement had been made with competitors for a joint retail price increase. In August 1972, while Tumminello was vacationing in Wildwood, New Jersey, Head instructed Tumminello’s attendant, Allen Mech, to increase the retail gasoline prices charged Tumminello’s service station. Mech protested that he could not increase retail prices without Tumminello’s permission and later that day telephoned Tumminello in Wildwood, New Jersey, to report Head’s instruction. Tumminello instructed Mech not to change the retail prices until he returned. The next day, Tumminello learned from Mech that Head had returned to the station and physically changed the retail prices posted at Tumminello’s station. When Tumminello telephoned Blackman to complain concerning the price increases, Blackman informed him that various competitors had agreed with Crown to increase the retail price of gasoline, and that the price increase had been in accordance with that agreement. 29. From 1964 until 1973, Irving R. Grossman was marketing coordinator for Hess and was responsible for its pricing throughout Hess’ marketing area. Throughout that period, Gross-man repeatedly received telephone calls from representatives of various independent suppliers, including Pressler and Garrison of Crown, Ferguson and Curlett of PMC, Mort Sands and Joseph Jerome of Meadville, and Gene Hays and Jack Allard of Ashland, among others, concerning retail price disturbances. Typically, his callers, including Pressler, Cahir and Garrison, would identify by location particular Hess service stations which were posting retail prices lower than those charged by service stations supplied by the caller’s company. The purpose of these repeated telephone conversations between Crown and Hess was to minimize price competition between Crown and its competitors. Grossman knew that information was being supplied to him by Crown and other competitors so that Hess would not act unilaterally to lower its retail prices. Gross-man also received calls from representatives of Crown and other competitors, informing him in advance of retail price increases which would occur at a specific time. Such increases might relate to service stations which were identified or to broader geographic areas in and around Baltimore. 30. Throughout the period 1964 until 1973, Grossman repeatedly received telephone calls from representatives of SIGMA, including Teak, Teak’s successor, Cavin, and Teak’s assistant, Reynolds, concerning retail price increases involving Crown and the other independent suppliers in the Baltimore market. Grossman continued to receive telephone calls from Crown and other independent suppliers and from SIGMA concerning retail price increases until he ceased his employment with Hess in 1973. 31. Donald F. Sheneman has been Mid-Atlantic District Manager for Petroleum Marketing Corporation since March 1972. Throughout that period, Sheneman repeatedly initiated and received telephone calls from representatives of various competing independent suppliers, including Conway, Sterner and others of Crown, Brown of Bi-Lo, Grossman of Hess and Clayton of Mead-ville, for the purpose of effecting retail price increases and to cure retail price disturbances in the Maryland market. Sheneman had similar conversations with Richard Reynolds of SIGMA. 32. Effectuation of its agreements with other independent suppliers for joint retail price increases for the elimination of pricing conditions which threatened to become major price disturbances required that Crown control the prices at which its dealers, including plaintiffs, sold gasoline at retail to the public. Through such agreements and its policy of fixing its dealers’ retail prices, Crown and such other independent suppliers of gasoline have been largely successful in maintaining retail gasoline prices charged by independently supplied service stations at artificially maintained levels. Since as early as March 1970, Maryland has been free of extensive price war conditions. Crown’s acts have contributed to the artificial stabilization of the Maryland market. (c) Findings Concerning Vertical Price-Fixing 33. From the time of the inception of Crown’s dealer operated multipump service station program, it has been Crown’s intention to control the retail gasoline prices charged by independent multipump service station operators. 34. Mr. J. I. Loving, Vice President of Sales of Crown, transmitted a memorandum dated October 9, 1968 to Mr. T. H. Cahir, one of Crown’s Regional Managers, which outlined the various conditions and operating procedures under which Crown’s independent multipump service station dealers would operate. One of the conditions set forth in the memorandum was that the retail gasoline prices charged at the station in question would be at Crown’s discretion. 35. The memorandum of October 9, 1968 provided in pertinent part as follows: “Confirming our understanding with respect to the above, it will be satisfactory to conclude an agreement with Mr. Bell [a new Crown dealer] along the following lines: “(1) Gross gasoline margins of 4.-750 and 5.250 housebrand and premium, respectively. Margins on both grades to escalate up and down 1,40 per gallon with each 10 on the pump (base posting = 29.90 and 33.90). This does not apply to postings increased due to a tax increase. Minimum margin will be 3.750 and 4.250. Above understanding to be verbal. Pump postings at Crown’s discretion.” 36. Before becoming an independent Crown service station dealer, plaintiff Tumminello was employed by Crown as a Sales Representative, and subsequently as a Sales Supervisor. During the period from late 1968 through early 1969, Tumminello was instructed by Crown to explain Crown’s operating procedures to the new independent Crown multipump dealers. Tumminello had seen a copy of Loving’s memorandum of October 9, 1968. In accordance with instructions from Crown, Tumminello explained to new Crown multipump dealers Donald Bell and William O’Hara that Crown alone would set the retail gasoline prices charged at their respective service stations. 37. On or about May 27, 1969, shortly before he commenced the operation of his station, independent Crown service station dealer John G. Brenner met with Crown Sales Representative George Bamford, and Bamford discussed with him the contents of Loving’s memorandum. 38. Crown’s method of computing the wholesale price at which its independent dealers purchase gasoline from it differs from the method employed by major gasoline marketers. Major oil companies customarily charge their dealers a predetermined wholesale price, commonly referred to in the industry as a “dealer tankwagon price”. When competitive conditions require that the wholesale price to the dealer be lowered, the dealer is granted a discount from the dealer tankwagon price, commonly referred to as a “voluntary allowance”. Crown, however, determines the price which it charges its dealers for gasoline by deducting a predetermined margin from the actual retail price to be posted by the dealer. 39. Crown’s marketing philosophy is based on the belief that it is economically imperative that Crown dealers post retail prices within approximately two cents of the retail prices posted by Crown’s major brand competitors. It is believed that if a Crown dealer were to post a retail price lower than two cents below the major brand competition, the majors might react by lowering their own prices to meet this competition. In such event, other independent competitors of Crown such as PMC, Hess and Meadville might also react by lowering their prices as well, thus precipitating a price war. If a dealer were to raise his prices to a level above the accepted differential, his gallonage sales, and thus Crown’s sales, might decrease. 40. In addition, Crown wished to control its dealer retail pricing in order to implement the terms of agreements made between Crown and other competing gasoline marketers to institute similar retail gasoline price increases at designated times. 41. Internal memoranda of Crown indicate that Crown, on various occasions, required its independent dealers to change their retail gasoline prices at times and by amounts dictated by Crown. 42. Until mid-1973, when Crown revised the form of its leases and dealer contracts, the written instruments under which all independent Crown service station dealers leased their stations from Crown contained a five-day cancellation clause. This clause provided that Crown could terminate the dealer’s lease for any reason upon five days’ notice to the dealer. 43. Crown was well aware of the effect that the five-day cancellation provision of its leases had upon its dealers and used the cancellation provision to obtain compliance with its pricing policies, including its requirement that Crown alone determine dealer retail gasoline pricing. 44. During the time that plaintiff Tumminello has operated his Crown service station, various Crown representatives have instructed him to raise or to lower his retail gasoline prices to specified levels at specified times. Crown representatives, including Sales Representatives Donald Head ■ and Michael Corbett, and District Managers Edward Gillespie, John Conway and Clark Corcoran, have instructed Tumminello that he could not independently raise or lower his retail gasoline prices without first obtaining permission from Crown. When he objected to Crown’s retail pricing directives, Tumminello was threatened with cancellation or non-renewal of his service station lease. In addition, Tumminello was informed by Crown, at the time of various retail price changes, that other competing gasoline marketers had agreed with Crown to institute similar retail gasoline price changes at service stations which they supplied. 45. In November 1970, Chris Black-man, Crown’s Regional Office Manager, instructed plaintiff Tumminello to increase his retail gasoline prices by one cent at 3:00 P.M. that day. Blackman told Tumminello that other competitors had also agreed to raise their retail gasoline prices by one cent at 3:00 P.M. However, plaintiff Tumminello did not change his prices as he was instructed to do by Blackman. Subsequently, Tumminello received a telephone call from Crown District Manager Conway, who told him to increase his retail prices in accordance with Crown’s instructions. Conway reiterated that arrangements had been made with other oil companies to effect a uniform price increase. The next day, Tumminello changed his retail gasoline prices as directed to do by Crown for fear of losing his station. 46. In April 1971, plaintiff Tumminello decided to independently lower his retail gasoline prices, without a corresponding reduction in Crown’s wholesale price, in order to better compete with a nearby competing Esso service station. This Esso service station had been posting retail gasoline prices lower than those posted by Tumminello. Shortly after Tumminello altered his prices, a Crown sales representative visited his station and told him that he could not lower his prices without Crown’s approval. After such sales representative left his station, Tumminello received a telephone call from District Manager Conway who instructed him to raise his retail gasoline prices to their previous level immediately or his lease would be can-celled on five days’ notice. For fear of losing his station, Tumminello increased his prices to their prior level at 3:00 P. M. that day. The competing Esso service station continued to post retail gasoline prices lower than those posted by Tumminello until at least September 1971, causing a substantial loss of gasoline sales at his station. 47. On one occasion in 1972, a Crown sales representative physically changed the prices posted on Tumminello’s gasoline pumps. In August 1972, while Tumminello was away from his station, Crown Sales Representative Donald Head visited the station and told the shift manager, Allen Mech, that the retail prices were going up and to contact plaintiff. Shortly thereafter, Mech telephoned Tumminello and was told not to change the retail prices at that time. Later that evening, Head returned to the station. Mech told Head that Tumminello intended to wait until the next day to raise his prices. Head instructed Mech that everyone was going up and that the prices at Tumminello’s station were going to be increased. Head then proceeded to change the pricing mechanism in the gasoline pumps himself while Mech changed the price sign. 48. On February 20, 1973, plaintiff Tumminello received a telephone call from Blackman, who instructed him to raise his retail gasoline prices by one cent because competitors were going to institute similar price increases. Tumminello then spoke to Crown District Manager Edward Gillespie, who confirmed Blackman’s statement concerning the intentions of competing gasoline marketers. However, Tumminello did not change his prices in accordance with Crown’s instructions at that time. Shortly thereafter, Sales Representative Donald Head visited Tumminello’s station and when told that the instruction had been received from Crown to increase the prices, asked him why his prices had not increased. Tumminello told Head that if he increased his prices, he would be posting prices higher than his competition. Head then told Tumminello that his lease was coming up for renewal soon and that if Tumminello did not change the price, he (Head) would have to report it. At 3:00 P.M. the next day, Tumminello raised his prices in accordance with Crown’s direction. 49. In early 1973, Tumminello was called to a meeting with Crown District Manager Edward Gillespie and Sales Representative Donald Head at the Friendship Inn. During the meeting, Gillespie told Tumminello that Crown would not renew his existing lease, but' would instead give him a lease for only six months’ duration because Tumminello had been a “troublemaker” by not following Crown’s pricing policies and by objecting to other Crown policies. Gillespie stated that the basic reason for the six-month lease was because Tumminello always fought Crown on pricing. When Tumminello explained that he had resisted Crown’s pricing directives only because they put him in an uncompetitive position, Gillespie told him that if Crown told him to raise his prices, he must do so. Gillespie assured him, however, that if he went along with all of Crown’s policies and did not argue about changing prices when Crown instructed him to do so, his lease would be extended for another year at the expiration of this six-month term. 50. During the the time that plaintiff Phillips has operated his Crown service station, Crown representatives have instructed him when to raise and when to lower the retail gasoline prices posted at his station. Phillips was aware that if he did not obey these instructions, his service station lease might be cancelled on five days’ notice or might not be renewed. On several occasions when Phillips was instructed to change his prices by Crown, he was also informed that competing service stations would be instituting similar price changes. 51. On May 17, 1971, Crown District Manager John Conway telephoned Phillips and ordered him to lower his retail gasoline prices by one cent, effective at 3:00 P.M. that day. In an effort to delay reducing his price, Phillips told Conway that he did not know how to change the pricing mechanism. Conway told Phillips that if he was going to remain a Crown dealer, he would have to learn to change his retail gasoline prices when Crown told him to change them. Phillips changed his prices as instructed. 52. On one occasion during the summer of 1971, Crown Sales Representative John Nugent visited Phillips’ station and told the attendant that Crown had decided to raise the retail price of gas. Nugent told the attendant that a competing service station would be similarly increasing its prices. Plaintiff increased his retail gasoline prices as instructed by Crown. However, his competition did not increase his prices. Plaintiff complained to Conway and asked for permission to lower his prices, which was later given to him. Plaintiff then lowered his prices. 53. As a result of his resistance to Crown’s pricing directives and other restrictive marketing policies, plaintiff Phillips, like plaintiff Tumminello, was called to a meeting attended by Sales Representative Head and District Manager Gillespie. This meeting, held on December 19, 1972, was convened only five days after Crown had discovered plaintiff Phillips selling Quaker State motor oil out of his back room. During the meeting, Gillespie informed Phillips that his present service station lease was being cancelled and that he was being given a “probationary” lease of only six months’ duration. Gillespie also informed Phillips during the meeting that a Crown dealer in Rockville was going to be terminated because he¡ did not set retail prices at levels specified by Crown. 54. During the time that he has been a Crown service station dealer, plaintiff Freitag has been similarly instructed by various Crown representatives to raise or to lower his retail gasoline prices. On several occasions, plaintiff was told by Crown that efforts were being made to effect similar price changes at competing service stations. Crown representatives also instructed Freitag that unless he posted the retail gasoline prices dictated to him by Crown, his service station lease would be terminated or would not be renewed. 55. At the time that Freitag commenced the operation of his station, nearby competing Fisca and Red Head service stations were posting retail gasoline prices equal to those posted by him. However, by the end of January 1971, those stations had lowered their prices two cents below Freitag’s prices. Throughout the period from mid-January until May or June of 1971, Freitag continually requested permission from his Crown Sales Representatives and District Manager Conway to lower his retail prices to meet his competition, even though Freitag did not expect Crown to lower its wholesale price to him. On each occasion permission was refused. In response to several of these requests, Conway told Freitag that he had been in contact with the suppliers of the competing Fisca and Red Head stations in an effort to cause those stations to raise their retail gasoline prices. 56. In July 1971, Freitag was instructed by a Crown employee to raise his retail gasoline prices by three cents. When he objected, Freitag was told that competing Red Head and Fisca service stations in his area were also going to increase their retail gasoline prices by the same amount. Freitag did raise his prices as he was instructed to do by Crown and subsequently noticed that the nearby Fisca and Red Head service stations did increase their prices as Crown had indicated they would. 57. On October 25, 1972, Freitag unilaterally raised his retail gasoline prices by two cents, even though he had not obtained prior permission from Crown. That night, Sales Representative Head observed Freitag’s unilateral price increase and telephoned District Manager Gillespie at some time after midnight to inform him of Freitag’s price move. The next day, Head visited plaintiff’s station and told him that Crown management was disturbed about the price increase. Shortly after this conversation, Freitag reduced his prices. 58. Crown has imposed the same pricing restrictions upon plaintiff Myers as have been imposed upon the other plaintiffs. During the time that Myers has operated his Crown service station, various Crown representatives have instructed him to raise or lower his retail gasoline prices. It has been made clear to Myers that unless he followed Crown’s policies, including pricing, he would lose his service station. He has also been instructed by Crown that he is not permitted to independently change his retail gasoline prices without first obtaining permission from Crown. 59. In late July 1971, Crown instructed plaintiff Myers to increase his retail gasoline prices by two cents. Myers raised his price in accordance with Crown’s instructions, but then observed that his retail gasoline prices were higher than those posted by a nearby Crown service station operated by plaintiff Phillips. Following this price increase, Myers noticed that his gallonage sales were decreasing. He also found that many of his customers were complaining about the higher prices and were indicating that they would, in the future, purchase gasoline from plaintiff Phillips. Myers then telephoned Crown District Manager John Conway, informed him of his decreasing gallonage and customer dissatisfaction and requested permission to lower his retail gasoline prices. Permission was refused. 60. In July 1972, Myers was instructed by Crown to raise his retail gasoline prices by one cent, which he did immediately. 61. On August 10, 1972, Crown Sales Representative Michael Corbett telephoned Myers at his home in the evening and informed him that Crown’s wholesale gasoline price would be increased by three-quarters of a cent and asked whether Myers had the proper numerals to post on his large price sign to reflect his new retail gasoline prices. Corbett also indicated that the price increase would include other oil companies. The next day, Crown Office Manager Chris Blackman reiterated Corbett’s pricing instructions to Myers. However, Myers did not increase his prices at that time. Later in the day, Myers complained to Crown Manager of Administration, W. G. Pressler, about the fact that his competitors had not increased their prices, but was told again that the price increase would include other oil companies. In order to offset his loss of gallonage resulting from the price increase, Myers raised his retail price for Crown regular gasoline by two cents, thus increasing his margin of profit. The next day, Sales Representative Corbett visited Myers’ station and asked him why he was posting a retail gasoline price one cent above Crown’s “suggested” price. Later, he received a telephone call from Blackman, who stated that he thought Myers did not understand Crown’s pricing program. Black-man explained that Crown was “suggesting” a price one cent lower than that actually posted by Myers. On August 14, 1972, Myers met with Phillip Sterner, Crown Regional Manager. During the meeting, Sterner suggested to Myers that he lower his price to conform to Crown’s suggested price and state that if he did not do so, Crown management would think him to be a “wise guy”. The next day, Sterner visited Myers’ station and after observing that Myers had not changed his price, told Myers that he thought he had agreed to lower his price to the level suggested by Crown. Shortly after Sterner’s visit, Myers lowered his price. 62. Other present and former independent Crown service station dealers have been subjected to the same pricing restrictions as have been imposed upon plaintiffs. Crown has required that these present and former dealers post only the retail gasoline prices authorized by Crown and has made clear to each of these dealers that deviation from Crown’s pricing policies would jeopardize their continued occupancy of their stations. 63. David Horner was the independent operator of the Crown service station located at 6315 Reisterstown Road from September 1970 until late April 1974. Ever since he became a Crown service station dealer, Horner was instructed by Crown when to raise and when to lower his retail gasoline prices. He understood that he was required by Crown to change his prices as he was instructed to do. With one exception, Horner always followed Crown’s pricing directives. 64. On August 23, 1973, Horner received a telephone call from Crown Sales Representative Sylvester Bollinger, who recommended that Horner reduce his retail gasoline prices because Crown was going to reduce its wholesale price at that -time. However, Horner decided to leave his retail prices at their existing levels and thereby enjoy a greater margin of profit. On August 24, a Crown employee telephoned one of Horner’s employees to determine his retail gasoline price postings. Later that day, Horner received a telephone call from Crown District Manager Edward Gillespie, who asked him to lower his price. Horner told Gillespie he intended to leave his prices at their prior levels over the weekend in order to obtain a greater margin of profit but would consider reducing his prices following the weekend. Gillespie then reiterated his request that Horner lower his'prices. On August 25, Horner was visited at his station by the President of Crown, Henry Rosenberg, who asked Horner, “What’s with the price?” After Horner explained his reasons for not reducing his prices to levels suggested by Crown, Rosenberg told him that he had been away from the station a lot lately. That night, Horner’s station was inspected by Crown Sales Representative Lee DelPrete. Horner received the first unsatisfactory inspection report which he had ever received since becoming a Crown dealer. Horner lowered his prices to levels recommended by Crown the following Monday morning. 65. William J. O’Hara has been the independent operator of the Crown service station located at 10615 Reisterstown Road, Owings Mills, Maryland, continuously since December 8, 1968. During the time that he has operated his service station, he was instructed when to raise and when to lower his retail gasoline prices. He was told that Crown alone would determine his retail posting, and because of threats which he received from Crown, O’Hara refrained from posting retail prices other than those dictated by Crown. 66. Shortly before commencing the operation of his service station, O’Hara attended a meeting at the Crown district office on Pennington Avenue, Baltimore, Maryland. During this meeting, Crown Regional Manager Thomas Cahir, District Manager Clarke Corcoran and Sales Representative Tumminello informed O’Hara that Crown would set and control the retail price of gasoline sold at his station. 67. In the spring of 1970, O’Hara was told by a representative of Crown to raise his retail gasoline prices by one cent. O’Hara objected to this increase, claiming that he would lose business to a competing Hess station. He was told that Crown had already talked Hess into going up. O’Hara did as instructed, but during the following months observed that his station was losing gallonage to the competing Hess service station which posted lower prices than O’Hara’s. During this time, O’Hara was visited by Crown’s President, Henry Rosenberg. O’Hara complained to Rosenberg of his loss of gallonage and was told that Crown was working on the situation. 68. In July 1971, District Manager Conway telephoned O’Hara and instructed him to increase his retail gasoline prices by two cents at 3:00 P.M. that day. O’Hara objected, telling Conway that such an increase would make him two cents higher than a competing Hess station. Conway told him not to worry because Crown had already talked to Hess and they were going to go up, too. O’Hara increased his price as instructed at the appointed time, but Hess did not change. Later that night, Sales Representative Donald Head telephoned O’Hara and instructed him to drop his retail gasoline prices by one cent immediately. O’Hara again changed his prices as instructed by Crown. 69. In August 1973, Crown Sales Representative Lee DelPrete telephoned O’Hara and told him that Crown was going to reduce its wholesale gasoline price by three-quarters of a cent and suggested that O’Hara reduce his retail gasoline price by one cent. O’Hara objected to this price change, and told DelPrete that he would not change his prices without doing some checking. At 11:30 that night, DelPrete again telephoned O’Hara and asked if he had changed his mind about lowering his prices. Again, O’Hara told DelPrete that he would not lower his price. DelPrete informed O’Hara that he would submit to Crown a report containing the names of all of those Crown dealers who did not move their prices. The, next day, Crown District Manager Edward Gillespie telephoned O’Hara and asked why he would not lower his price in accordance with Crown’s instructions. A heated argument ensued, during which Gillespie cursed at O’Hara and told him to do what he wanted but that his (Gillespie’s) day would come. The following day, O’Hara received an unacceptable service station inspection report, one of only a few such unacceptable reports that he had received in six years. O’Hara then lowered his price to that suggested by Crown. Several days later, O’Hara received an acceptable service station report. 70. During the period from mid-1970 until early 1972, Margaret E. Kling was the independent operator of the Crown service station in York, Pennsylvania. Throughout the time that she operated her Crown service station, Mrs. Kling was told by Crown representatives when to raise and when to lower her retail gasoline prices. A sales representative would telephone Mrs. Kling and tell her to raise her retail gasoline price at a particular hour, such as 3:00 P.M. Mrs. Kling was also told by Crown that she was required to post only retail gasoline prices dictated by Crown and could not independently raise or lower her retail gasoline prices. She was told that she should follow these instructions or lose her station. 71. The Branded Service Station Lease and Dealer Agreement which Crown offered to plaintiff Myers is identical in form to the Leases and Dealer Agreements executed by all present Maryland Crown service station dealers. This Lease and Dealer Agreement provides, in relevant part: “6. MINIMUM GALLONAGE: Dealer agrees not to sell less than - gallons of motor fuel during any calendar month and not less than twenty percent (20%) of such monthly quantity during any week (Sunday through Saturday). In the event Dealer has failed to sell the above minimum quantities of motor fuel during any applicable period, for reason other than those beyond reasonable control of Dealer as provided in Paragraph 8, Crown may, in its absolute discretion, immediately terminate this Agreement without further demand, upon giving Dealer written notice of such termination, which notice shall not be less than is required by applicable state law, if any. “9. PRICES: Prices for respective products shall be (a) Motor Oils and Automotive Products: Crown’s established dealer price in effect at the time and place of each delivery. (b) Motor Fuels: The higher of (1) The minimum price for each of the respective grades of motor fuel as specified from time to time by Crown at or before the delivery of such motor fuel to the Dealer; or (2) The Actual Pump Price (after deduction of Federal, State and Local Excise and Sales Tax, if any) charged by the Dealer, less the applicable Dealer Discount as stated in Exhibit ‘B’;” 72. The pricing provisions contained within the new Lease and Dealer Agreement essentially continue Crown’s pricing policies which have been in effect since the beginning of Crown’s dealer multipump program. 73. Crown’s purpose in adopting the pricing provisions set forth above and the necessary effect of those provisions are to preclude independent Crown service station dealers from posting retail gasoline prices other than those designated by Crown. Under the terms of the Lease and Dealer Agreement, were a dealer to post prices higher than those suggested by Crown, Crown would automatically raise the wholesale price at which the dealer purchased gasoline from Crown. Thus the dealer would be deprived of additional profit that he might make by reason of the price increase. 74. Were a dealer to independently raise his gasoline prices above levels suggested by Crown, his gallonage sales would normally decrease. Under the terms of the new Lease and Dealer Agreement, however, were the dealer’s sales to decrease in any seven-day period to less than twenty percent of his stated monthly gallonage, Crown may, in its discretion, terminate the dealer. Thus, under the new Lease and Dealer Agreement, a dealer risks termination if his price increase causes his gallonage sales to fall below the prescribed level within the seven-day period. (d) Findings Concerning Motor Oil Sales 75. Crown desired all of the motor oil business of independent Crown dealers. 76. Crown required all of its independent multipump seryiee station operators to carry only Crown brand motor oils, and prohibited Crown dealers from carrying other brands of motor oils. 77. In order to obtain a lease of a Crown multipump service station, it was necessary for a dealer to agree to purchase and sell only Crown motor oils. Crown’s policy has been set forth in Dealer and Equipment Loan Contracts signed by each plaintiff, which provided under the heading “Products” that the dealer agrees to purchase only gasoline and motor oil products marketed by Crown. 78. Crown Sales Representatives and Crown District Managers enforced this motor oil policy by insisting that dealers purchase and sell only Crown brand motor oils, in various instances threatening termination of dealer leases when dealers resisted this requirement. 79. In 1969, plaintiff Frank Tumminello requested permission of Crown to sell Quaker State motor oil as a supplement to his Crown sales, in order to fulfill requests of customers who desired Quaker State. Crown District Manager Clark Corcoran and Regional Manager Thomas Cahir informed plaintiff that he could not sell Quaker State motor oil, but must sell only Crown motor oils. 80. In 1970 or early 1971, plaintiff Charles Freitag, in response to certain customer preferences, requested of Crown District Manager John Conway permission to offer Quaker State motor oil as a supplement to his Crown sales. Conway told Freitag that he could not do so and must sell only Crown brand motor oils. 81. During a period of time in 1971, when Crown was unable to supply its independent dealers, including plaintiff Carroll Myers, with sufficient quantities of Crown motor oils, Myers requested permission to supplement his Crown stock with Quaker State motor oil. Crown denied him permission to sell Quaker State at hi