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MEMORANDUM OPINION, FINDINGS OF FACT AND CONCLUSIONS OF LAW OF PHASE I, PHASE II AND PHASE III AND ORDERS TO CLERK VOLUME I OF TWO VOLUMES, containing: Complete Table of Contents for both volumes Pages 385 to 462, inclusive. TABLE OF CONTENTS VOLUME I PHASE I PAGE Introduction 385 PHASE I FINDINGS OF FACTS 385 Ultimate Facts Regarding NFO Membership Contract as a Tying Arrangement 407 Ultimate Facts Regarding NFO’s Unfair Trade Practices 410 Robinson-Patman Factual Findings 414 Ultimate Facts Regarding NFO Violation of Missouri Law 415 Ultimate Factual Findings in Support of the Plaintiff’s Damages 416 PHASE I CONCLUSIONS OF LAW 417 Discussion of NFO’s Proposed Conclusions of Law Regarding its Alleged Antitrust Exemption 423 Conclusions of Law Regarding Alleged Illegal Boycott 426 Conclusions of Law Regarding NFO Membership Agreement as a Tying Arrangement 427 Conclusions of Law Regarding NFO’s Alleged Unfair Trade Practices 429 Conclusions of Law in Regard to Mid-Am’s Robinson-Patman Claim 431 Conclusions of Law in Regard to NFO’s Alleged Violation of Missouri Law 432 Conclusions of Law in Regard to Plaintiff’s Damages 434 PHASE II PAGE PHASE II FINDINGS OF FACT — Introduction 434 I. The Case and the Parties 436 II. Trade and Commerce: Milk Marketing in General A. Grade A Milk 436 B. Supply and Assembly Patterns 437 C. Federal Milk Marketing Regulations in General 438 D. Class II Pricing: The M-W Series 439 E. Class I Prices 439 F. Blend Prices 440 G. Class I Utilization 440 H. The Pooling and the Producer-Settlement Fund 440 I. Cooperative Qualification 441 J. Geographic Marketing Areas 442 K. Cooperatives and Premiums 443 III. Early Days of the Alleged Conspiracy A. The Formation, Scope and Purposes of Associated Dairymen, Inc. 443 B. Mergers 444 Percentages of Milk Pooled by AMPI and Mid-Am on Various Federal Orders 448 C. ADI Establishes a Standby Pool 449 D. AMPI/Mid-Am Alleged Agreements Not to Compete 452 E. Additional Merger Data 453 F. CACF 453 G. Some Alleged Early Efforts Allegedly to Eliminate Outsiders 453 IV. NFO’s Alleged Capability in Dairy A. NFO Formation and Purpose 454 B. NFO’s Recruiting Efforts 454 C. NFO Membership Structure 454 D. NFO Marketing Structure 455 E. Master Contracts 455 F. The Holding Action 455 G. NFO Revamps Dairy Department 455 H. Supply Contracts 456 I. NFO Decides to Enter Direct Marketing of Milk 456 J. NFO Allegedly Calls Upon Experience Marketing Hogs, Cattle, Grain 457 K. NFO Milk Allegedly Attractive to Handlers 457 L. NFO Focuses Grade A Dairy Program in Midwest 457 M. NFO Allegedly Preaches Gospel to Non-Members 457 N. Interest in NFO Grade A Milk Marketing Allegedly Grows 457 O. NFO’s Claims Regarding “Poisoning NFO’s Well and Trying to Get It to Join the Club” 458 P. Conclusion 458 V. The Southwest A. Texas 458 B. Oklahoma 462 C. Missouri 467 VI. Chicago 476 VII. Minnesota 487 PAGE VIII. Nebraska 494 IX. Kansas and Northwest Missouri 496 X. Alleged Suppression of Evidence 499 PHASE II CONCLUSIONS OF LAW 501 PHASE III FINDINGS OF FACT A. Background and Parties 504 B. NFO Programs and Policies Before 1969 506 C. 1969 Meetings Between NFO and Cooperative Leaders 508 D. NFO’s Alleged Efforts to Coerce or Destroy Regional Cooperatives 509 E. Alleged Misrepresentation 517 F. Alleged Misrepresentation to USDA and IRS 518 G. Alleged Bad Faith Counterclaim 524. Discussion of NFO’s Phase III Proposed Findings of Fact 525 PHASE III CONCLUSIONS OF LAW 527 ORDERS TO THE CLERK IN REGARD TO THE ENTRY OF JUDGMENTS 528 JOHN W. OLIVER, Senior District Judge. Introduction For the convenience of the Court and counsel for the parties, the trial of this complex litigation was divided into three parts consistently referred to as Phase I, Phase II and Phase III. For further convenience the various parties were and are referred to as follows: National Farmers’ Organization, Inc., as “NFO.” Mid-America Dairymen, Inc., as “Mid-Am.” Associated Milk Producers, Inc., as “AMPI.” Central Milk Producers Cooperative as “CMPC.” Associated Reserve Standby Pool Cooperative as “ARSPC.” Phase I of this case involves Mid-Am’s claim as plaintiff against NFO as defendant for alleged violations of Section 1 of the Sherman Act, Section 2(c) of the RobinsonPatman Act, and Section 274.260 R.S.Mo. 1969. Mid-Am claimed actual damages in the amount of $1,989,350.00, to be trebled, and its attorneys’ fees and costs. In accordance with the findings of fact and conclusions of law separately made and stated in connection with Mid-Am’s Phase I claim against NFO, an order will be entered directing that judgment be entered against Mid-Am on its Phase I claim and in favor of NFO. Phase II of this case involves NFO’s counterclaim against Mid-Am, CMPC, ARSPC, for alleged violations of Sections 1 and 2 of the Sherman Act and Sections 3 and 7 of the Clayton Act. NFO sought equitable relief and damages in the amount of $14,064,068.76, to be trebled, and its attorneys’ fees and costs. In accordance with the findings of fact and conclusions of law separately made and stated in connection with NFO’s Phase II counterclaim against Mid-Am, CMPC, and ARSPC, an order will be entered directing that judgment be entered against NFO on its Phase II counterclaim and in favor of Mid-Am, CMPC, and ARSPC. Phase III of this case involves AMPI’s claims against NFO and nineteen individual NFO members and/or employees for alleged violations of Sections 1 and 2 of the Sherman Act arid certain provisions of the Agricultural Fair Practices Act of 1967. AMPI sought equitable relief and claimed damages in the amount of $9,145,003.83, to be trebled, and its attorneys’ fees and costs. In accordance with the findings of fact and conclusions of law separately made and stated in connection with AMPI’s Phase III claim against NFO, an order will be entered directing that judgment be entered against AMPI on its Phase III claim and in favor of NFO. PHASE I FINDINGS OF FACTS A. Court Exhibit I is a stipulation of 3,206 agreed facts with respect to Mid-Am’s claim against NFO. While Mid-Am filed a 289 page document entitled “Plaintiff’s Post-Trial Proposed Findings of Fact,” which contained 2,224 separate paragraphs of proposed findings of fact, Mid-Am simultaneously filed its “Proposed Findings of Ultimate Facts and Proposed Conclusions of Law," 52 pages in length and containing 239 separate paragraphs of proposed ultimate factual findings. That filing fully sets forth Mid-Am’s basic factual and legal theories in support of Mid-Am’s liability claims against NFO. NFO’s filing entitled “Defendant’s Post-Trial Proposed Findings of Fact and Conclusions of Law,” 35 pages in length, contains 206 separate proposed factual findings to support NFO’s various defenses to Mid-Am’s claims. Both Mid-Am’s proposed findings of ultimate facts and NFO’s post-trial proposed findings of fact rely in large part on particular paragraphs of Court Exhibit I, the stipulation of agreed facts. Indeed, Mid-Am, for the most part, actually quotes particular paragraphs of the stipulation as a particular paragraph of a proposed finding of ultimate fact. NFO, on the other hand, elected to cite and paraphrase rather than quote many of the stipulated paragraphs. While Mid-Am consistently and quite routinely denied the accuracy of NFO's paraphrase of the various paragraphs of the stipulation, Mid-Am did, as it must, agree that the various paragraphs cited by NFO in support of its proposed findings of fact were true and accurate factual statements. Careful study of the findings proposed by both parties established that each party in a great many instances either quoted or cited exactly the same paragraph of the stipulation of agreed facts to support one of their respective proposed findings of fact. Each party, of course, either quoted or cited other particular paragraphs of the stipulation in support of other proposed findings which were not quoted or cited by the other party. It is apparent that all questions concerning the accuracy of NFO’s paraphrase of a particular paragraph of the stipulation will be eliminated if the Court makes its finding of fact in the exact language of the paragraph of the stipulation which NFO cited in support of a particular finding proposed by NFO. It is also apparent that all questions concerning the accuracy of Mid-Am’s paraphrase of particular paragraphs of the stipulation in various of its proposed findings of ultimate fact which are denied by NFO will be eliminated if we make findings in the exact language of the stipulation which are cited and relied upon by Mid-Am in support of any particular denied proposed finding. By following the above procedure it will be apparent that both parties will have available for likely appellate review all agreed factual data from the stipulation which both sides will have either quoted or cited to support proposed findings based on particular paragraphs of the stipulation. Because NFO commendably admitted all except a relatively small number of Mid-Am’s proposed findings of ultimate facts, we shall make all findings proposed by Mid-Am in its filing which have been admitted by NFO and insert additional paragraphs from the stipulation which NFO either quoted or cited in support of findings proposed by NFO. We shall also insert additional paragraphs from the stipulation which Mid-Am cited and relied upon to support particular findings of ultimate fact which it proposed but which were denied by NFO. For purposes of clarity, the paragraphs of the stipulation which we will insert will carry an appropriate paragraph number which will show that it is an inserted paragraph of the stipulation which either Mid-Am or NFO either quoted or cited in support of one of its proposed findings of fact. We will not, of course, repeat or renumber the numerous paragraphs of the stipulation which both sides either quoted or relied upon to support a particular paragraph of their respective proposed findings. The facts that will be found in part I of this opinion will therefore reflect facts which both sides will have agreed in their stipulation to be true and accurate factual statements. As will be apparent from later portions of this memorandum opinion, the real disputes in regard to Phase I of this litigation, for the most part, present legal questions and relate, on the facts, to questions of what inferences should be drawn from stipulated and undisputed underlying factual circumstances. B. We find the following facts: ULTIMATE FACTS ON ISSUES OF ILLEGAL BOYCOTT 1. This action involves claims by the plaintiff that the defendant violated Section 1 of the Sherman Act, 15 U.S.C. § 1. In addition thereto plaintiff asserts that the defendant violated Section 2(c) of the Robinson-Patman Act, 15 U.S.C. § 13(c) and Section 274.260, R.S.Mo.1969. 2. The activities complained of include alleged attempts by the defendant to force the plaintiff, its predecessors, and other dairy cooperatives to sign Master Contracts pursuant to which NFO members would allegedly be guaranteed a specific price for their milk; a milk holding action in 1967 which was sponsored by the defendant for the alleged purpose of inducing, dairy cooperatives to sign Master Contracts; withdrawals of milk from plaintiff ■ and its predecessors by dairy farmers at the defendant’s encouragement, for the alleged purpose of inducing the plaintiff to sign a Milk Supply Contract allegedly guaranteeing defendant’s members a greater return for their milk than other dairy cooperative members. 3. Plaintiff, Mid-Am and its predecessors have been engaged in marketing the milk of their dairy farmer members in interstate commerce since at least the early 1960’s. (Stip. 104) 4. NFO is a national membership organization with state, county and district units established at various locations throughout the United States. (Stip. 10) 5. In the milk industry milk is usually sold from the farm to either an independent bottler or manufacturer, or to a bottling or manufacturing facility operated by a cooperative association. (Stip. 138) 6. Dairy cooperatives handling fluid milk (Grade A — approved milk) dispose of their member’s milk either by sales to handlers or cooperative’s fluid milk processors or to the cooperative’s own manufacturing facilities or the manufacturing facilities of other independent or cooperative organizations. (Stip. 140) 7. As a result of NFO’s activities it was able to obtain Master Contracts and Milk Supply Contracts from many cooperatives and proprietary plants located throughout the Middle West. (Stip. 193, 479-561) 8. The 1967 Milk Holding Action was sponsored by the defendant NFO and resulted in milk being withheld and dumped on the ground in Missouri, Iowa, Nebraska, Minnesota and elsewhere. (Stip. 348, 356, 372, 375, 379, 388, 389, 395, 396) 9. [Mid-Am’s proposed finding of ultimate fact No. 9 was expressly denied by NFO. It stated: 9. NFO’s activities in 1969, 1970, and 1971 to induce members of Mid-Am to withdraw their milk from Mid-Am in an effort to force Mid-Am into signing a Milk Supply Contract involved both a withdrawal of milk from Mid-Am and the shipment of that milk from Missouri farms to buyers in Oklahoma and Texas. (Stip. 95, 96, 98, 99, 663, 700, 702) In order to remove any doubt about the accuracy of Mid-Am’s paraphrase of the cited paragraphs of the stipulation, we reject the finding proposed in paragraph 9 and, in lieu thereof, make additional findings and insert additional paragraphs in our findings of fact in the exact language of the paragraphs of the stipulation which have been cited and relied upon by Mid-Am to support its denied proposed finding of ultimate fact. The same insertion of additional paragraphs from the stipulation will be followed in connection with other denied and rejected paragraphs of Mid-Am’s proposed findings of ultimate fact which are based on paragraphs of the stipulation. Additional paragraph “9-95” will indicate that in lieu of making Mid-Am’s denied proposed finding No. 9, the Court is making and inserting additional findings in the language of the paragraphs of the stipulation which Mid-Am has cited to support its proposed finding. “9” identifies the number of Mid-Am’s denied proposed finding; “95” identifies the paragraph 95 of the stipulation. We shall follow this same numerical practice in connection with all other Mid-Am denied and rejected proposed findings of ultimate fact which are based on particular paragraphs of the stipulation.] 9-95. Beginning in February, 1970, NFO shipped milk produced in Missouri to Midwest Creamery, Ponca City, Oklahoma. (Ct. Exh. # 1, ¶ 95) 9-96. At various times since February, 1970, NFO shipped milk produced in Wisconsin to Midwest Creamery, Ponca City, Oklahoma, and milk produced in Missouri to Boswell Dairy, Fort Worth, Texas. (Ct. Exh. # 1, ¶ 96) 9-98. In May, 1971, NFO shipped Missouri-produced milk to Midwest Creamery, Ponca City, Oklahoma. (Ct. Exh. # 1, ¶ 98) 9-99. NFO has from time to time shipped milk produced in Missouri to Packett Dairy, O’Fallon, Illinois. 9-663. On July 19, 1969, NFO entered into a Milk Supply Contract with Midwest Creamery of Ponca City, Oklahoma. (I Avila Exhibit 2) (Boxley Ex. 6) 9-700. The Mountain Grove Reload facility was established in late January or early February, 1970, and began to ship milk to Midwest Creamery, Ponca City, Oklahoma. (Ct. Exh. # 1, ¶ 700) 9-702. Beginning in late February, 1970, milk was shipped directly from the NFO Jefferson City Reload facility to Midwest Creamery, Ponca City, Oklahoma. 10. Mid-America Dairymen, Inc., is a cooperative marketing association incorporated July 1, 1968 under Chapter 17-1601 of the Cooperative Marketing Act of the State of Kansas, engaged in collectively marketing fluid grade (Grade A) milk on behalf of its members and manufacturing into finished dairy products the surplus fluid grade milk and non-fluid grade milk of its members. (Stip. 1, 4, Tr. 909-927) 11. NFO is a not-for-profit non-stock membership corporation organized in 1955 under Chapter 504 of the Iowa Code. (Stip. 9) 12. NFO’s national organization has its principal office in Corning, Iowa and in accordance with NFO’s by-laws numerous state, district and county units have been chartered. (Stip. 9, 10, P. Ex. 9) 13. Although originally organized as a protest organization to oppose the federal government’s agricultural policy as it existed in 1955, NFO in 1957 amended its Articles of Incorporation to add as an object and purpose of the corporation bargaining collectively on non-pecuniary basis for prices, terms and conditions of sale and delivery and payment for its members agricultural products. (Tr. 124-125; Stip. 18) 14. NFO’s By-Laws adopted in 1970 recite that a purpose and objective of NFO is “to unite into one organization ... all farmers engaged in the production of agricultural commodities.” (Stip. 158) 14A. By the terms of its By-Laws, NFO is expressly forbidden “to enter into, or engage in any business in behalf of or in the name of the organization, of the sort commonly engaged in by corporations for profit.” By-Laws, Art. II, S 5. (Ct. Exh. # 1, ¶37) 14 B. The organization, until dissolved, is prohibited from making dividends or distributions in property to its members or officers. Articles, Art. III. (Ct. Exh. # 1, ¶ 38) 14 C. The marketing assistance activities are not engaged in for the production of income. (Ct. Exh. # 1, ¶ 43) 14 D. NFO’s By-Laws prohibit it from engaging “in any business in behalf of or in the name of the organization, of the sort commonly engaged in by corporations for profit.” (Ct. Exh. # 1, ¶ 44) 14 E. NFO has no net earnings and it makes no distributions of any kind from net earnings to its members. (Ct. Exh. # 1, ¶ 46) 15. NFO has engaged in some limited marketing services and assistance in its milk bargaining program while confining its activities in other commodities to strictly bargaining for the price and terms of sale. (Stip. 54, 47, 70, 30) 16. At the time NFO developed its collective bargaining approach, a membership agreement was adopted and since 1957 or 1958, those persons desiring to become a member of NFO have signed the membership agreement. (Stip. 26, 146, 148) 17. In pursuing its collective bargaining for its members NFO requires the participants to sign what are called supplemental agreements which documents are an indication of participation and gives NFO information concerning the amount of agricultural production which its member is authorizing NFO to bargain for. (P. Ex. 108) 18. Basic to the NFO bargaining concept are contracts with buyers which ultimately NFO hopes will reflect the farmer’s cost of production plus a reasonable profit. (Stip. 27, 163, 164, 171, 204) 19. One of the purposes of NFO is to affect the price for which agricultural commodities are sold to processors, in all agricultural commodities. (Stip. 170) 20. In order to obtain contracts containing prices and terms which NFO desires, the NFO bargaining strategy includes the holding of products off the market (“holding actions”) and picketing. Like a strike in the labor field, a holding action allows NFO and its members to proceed from a position of strength to bargain with buyers of farm commodities to establish favorable prices and other terms and conditions of sale. (Stip. 19, 20, 21, 25) 21. [Mid-Am’s proposed finding of ultimate fact No. 21 was expressly denied by NFO. It stated: 21. In pursuing collective bargaining in milk, NFO commenced by soliciting dairy farmers to. join NFO and sign an NFO membership agreement. (Stip. 188, 189) In accordance with the procedure and practice described under paragraph 9, above, we make findings as agreed to in the stipulation in lieu of Mid-Am’s proposed finding of ultimate fact No. 21. New paragraphs 21-188 and 21-189 need not, however, be inserted because our findings 32 and 33, infra, are in the precise language of paragraph 188 and 189 of the stipulation.] 22. In the early 1960’s NFO developed what were known as “master contracts;” one contract to be entered into with buyers and processors of fluid grade (Grade A) milk and another contract to be entered into with milk plants receiving raw milk for conversion into manufactured products such as butter, milk powder and cheese. (Stip. 27, P. Ex. 93a and 93b, Tr. 68-71) 23. NFO chose to negotiate master contracts in milk with what NFO considered to be the first buyer of raw milk. (Stip. 208, 200, 201, 259) 24. The first buyer might be a privately owned bottling plant or manufacturing plant, or a dairy cooperative comprised of dairy farmer members who owned the assets and shared earnings on a patronage basis. (Stip. 137, 138, 139, 140, 256, 259) 24 A. Milk is usually sold from the farm (whether sold as an independent producer or marketing association member) to either an independent bottler or manufacturer, or . to a bottling or manufacturing facility operated by a cooperative association. (Ct. Exh. # 1, ¶ 137) 24 B. Immediately after it is collected from the farms, the raw (unpasteurized) milk is normally transported by the hauler to reloads, distributing plants, bottling plants or manufacturing plants for processing and packaging, manufacture or reshipment. (Ct. Exh. # 1, ¶ 138) 24 C. Independent fluid buyers (“handlers”) customarily purchase their milk either from a milk cooperative or marketing association or from independent dairy farmers, and on occasion from another independent fluid milk business. (Ct. Exh. # 1, ¶ 139) 24 D. Fluid milk cooperatives dispose of their members’ milk either by sales to handlers or cooperative fluid milk processors or to the cooperative’s own manufacturing facilities or the manufacturing facilities of other independent or' cooperative organizations. (Ct. Exh. # 1, ¶ 140) 25. NFO’s ultimate goal and purpose is to bargain collectively for all farmers and all agricultural commodities. (Stip. 158) 26. In order to induce the dairy cooperatives, including plaintiff's predecessors, to execute master contracts guaranteeing NFO dairy farmer members a higher price for their milk irrespective of the profitability of the cooperative, NFO threatened the cooperatives with the withdrawal of NFO members and their milk if the contract wasn’t signed. (Tr. 180, 237-348, 361) 27. Specific threats were made to Mid-Am predecessors, North Star-Lakes Region in Fergus Falls, Minnesota; Square Deal Milk Producers in Highland, Illinois; Producers Creamery Company of Springfield, Missouri; Nemaha Cooperative Creamery, Sabetha, Kansas, followed by a withdrawal of producers and their milk when the cooperatives refused to sign a master contract. (Tr. 347-348, 585) 28. During the mid 1960’s, NFO sought to have dairy cooperatives that had signed master contracts join together in a common marketing agency known as Nation Wide Milk Products to jointly market milk and dairy products. (Stip. 150, 154, 190, 200, 284, 285, 286, 287, 290, 295) 29. In order to begin forming the marketing agency in common in milk, in the early 1960’s NFO approached the larger milk cooperatives, including those in the Chicago, Twin Cities, Des Moines, Omaha, and Kansas City areas. (Stip. 184) 29 A. In the early 1960’s, the marketing agency in common concept suggested by NFO was that the co-ops would establish one organization so that the milk of the organization’s member co-ops could be marketed through one organization to gain bargaining strength. (Ct. Exh. # 1, ¶ 179) 29 B. In the early 1960’s, the common marketing agency envisioned by NFO would itself determine what the price of its milk would be and when that milk would be sold. (Ct. Exh. # 1, ¶ 181) 30. In proposing a marketing agency in common to the larger cooperatives in 1959, or 1960, possibly 1961, there were two or three meetings between NFO personnel and dairy cooperative personnel. (Stip. 185) 31. In 1959 or 1960 none of the large cooperatives undertook to form or join a marketing agency in common. (Stip. 187) 32. As a result of statements made by the dairy leaders at their meeting in Minneapolis between NFO and the large dairy cooperatives in 1959 or 1960, Staley became convinced that NFO was going to have to organize in the milk field because he did not agree with the cooperatives and their leaders’ philosophy of pricing milk to buyers. (Stip. 188) 33. In the early 1960’s, NFO meant by “organizing in the dairy field,” getting membership agreements signed. (Stip. 189) 34. NFO met continued resistance from the dairy cooperatives to signing contracts guaranteeing some dairy farmers a specific price for their milk delivered to the cooperative. (Stip. 296, 186, 187) 35. In late 1962, NFO was attempting to negotiate a Master Contract for milk with TCMPA. (Stip. 222) 36. TCMPA declined to sign the Master Contract of NFO. (Tr. 168) 37. TCMPA began to receive pressure from its own patrons seeking to force TCMPA to sign the Master Contract of NFO. (Tr. 168) 38. During 1963 and 1964 Twin Cities had approximately 300 termination notices which stated that the reason the producer was terminating was that Twin Cities had not signed an NFO Master Contract. (Tr. 178) 39. In 1963 many members of the TCMPA Board of Directors were present at a meeting at the YMCA in Minneapolis with Albin Rust, Dairy Director of NFO, Erhard Pfingsten, Vice President of NFO, Leroy Swaber of NFO and TCMPA patron, and Leroy Lindenfelder, another TCMPA patron. Rust stated at the meeting: You so-and-so’s (TCMPA) better sign an NFO contract or we’re going to break TCMPA; you have given us the runaround long enough, we’ve had enough excuses from TCMPA, and if TCMPA does not sign an NFO Master Contract TCMPA is going to lose a lot of producers, because we have plenty of plants that we are signing. TCMPA’s producers will be diverted to those plants and TCMPA will end up without any milk.” (Tr. 180) 40. The March, 1963 meeting of the TCMPA representatives at the YMCA was not an official Board meeting; a Board meeting was later held where the Rust presentation was reviewed and the decision was made that in view of what Rust had stated at • the meeting, TCMPA was not going to attempt to proceed to negotiate further with NFO. (Tr. 180, 181) 41. In February, 1964 there was a meeting of the Square Deal Cooperative Board of Directors with NFO personnel, including Roland Waters, Dairy Commodity Director from Corning, Iowa, for NFO, Vincent Klosterman, local NFO representative and Clarence Korte of NFO. (Tr. 281-282) 42. The Square Deal Board of Directors meeting was in session, when Schaufelberger’s secretary informed him that some people outside the office wanted to talk to Schaufelberger; Schaufelberger went to the door and Waters and Klosterman said to Schaufelberger that they were presenting Square Deal with a list of names and the demand that Square Deal milk producers sign the NFO Master Contract. (Tr. «282-283) 43. Klosterman and Korte were brought into the Board meeting and had a list which they said were names of NFO producers who were going to cancel from Square Deal if it did not sign an NFO Master Contract. (Tr. 347-348; 361) 44. Schaufelberger replied that he would present the request to the Board of Directors and give them an answer. (Tr. 283) 45. The Square Deal Board of Directors considered the demand of Waters and Klosterman that Square Deal sign an NFO Master Contract, both the Grade A Master Contract and the Manufacturing Grade Contract. (Tr. 283) 46. The Board of Directors at Square Deal considered the NFO Master Contracts for at least an hour, and decided that Square Deal could not sign the Contracts. (Tr. 284) 47. The NFO representatives were very unhappy that Square Deal would not sign the NFO Master Contract. (Tr. 284) 48. In addition to the three NFO representatives that presented the Master Contract to the Square Deal Board, a group gathered in the street in front of the Square Deal office. (Tr. 284) 49. After the Master Contract was presented to the Square Deal Board of Directors by Klosterman, Korte and Waters, the Board thanked them for being there and asked them to excuse themselves while the Board met in executive session; after the Board decided not to sign the NFO Master Contract, Schaufelberger and Han-man went to the front door where a large crowd congregated in the street, blocking traffic. (Tr. 364-365) 50. The crowd was milling around in the street. (Tr. 365-366) 51. Schaufelberger went back to the front door of the Square Deal plant and announced as a large group gathered in the street, that the Square Deal was not going to sign an NFO Master Contract. (Tr. 284) 52. When Schaufelberger announced that Square Deal was not going to sign the Contract, some members of the crowd jeered or booed. (Tr. 285) 53. After' Schaufelberger announced that Square Deal would not sign the NFO Master Contract, Klosterman became angry and said that “NFO is going to continue to take away the members of Square Deal until Square Deal has to take the sign off the door.” (Tr. 299-300; 362-366; 888) 54. In the months following that occurrence, approximately 250 producers did terminate their membership in Square Deal. (Tr. 370-371) 55. In 1963, NFO representatives, including Albin Rust, presented a Master Contract to the Nebraska-Iowa Co-op Board of Directors. (Stip. 239) 56. The Nebraska-Iowa Co-op Board members were asked to sign an NFO Master Contract in 1963. (Stip. 240) 57. The Nebraska-Iowa Board members rejected an NFO Master Contract in 1963. (Stip. 241) 58. Harold Johnson testified that “NFO was always threatening.” (Tr. 585) 59. The Fergus Dairy Board of Directors voted to sign an NFO Master Contract for milk on May 18, 1964. (Stip. 246) 60. On April 27, 1964, Francis Henry and Don Henry, members of Nemaha County Dairy Committee of NFO, contacted the Nemaha Cooperative Creamery. (Stip. 247) 61. In April, 1964, Francis Henry and Don Henry attempted to negotiate an NFO Master Contract with Nemaha Cooperative Creamery. (Stip. 248) 62. Francis Henry and Don Henry threatened to pull NFO members’ milk away from Nemaha Cooperative Creamery if the Co-op refused to sign a Master Contract. The NFO representatives indicated that the milk pulled away from Nemaha Co-op would be shipped to plants that had signed NFO contracts. (Trial Stipulation) 63. In 1964, Norbert Connor and some other NFO members Ceased to deliver their milk to Viroqua Cooperative Creamery within about two months after Viroqua refused to discuss signing a Master Contract. (Stip. 278) 64. One of the reasons Norbert Connor ceased to deliver his milk to Viroqua in 1964 was because of its refusal to discuss signing a Master Contract with NFO. (Stip. 279) 65. Some time in the early 1960’s, Brush Hollow Cheese signed an NFO Master Contract. (Stip. 280) 66. In 1964 Norbert Connor moved his milk from Viroqua to Brush Hollow Cheese because Brush Hollow had signed an NFO Master Contract. (Stip. 281) 67. Some other NFO members moved their milk to Brush Hollow Cheese from Viroqua Cooperative Creamery in 1964 at the same time Connor moved his milk. (Stip. 282) 68. Staley and Shafer met with co-op leaders in 1964 at the Fort Des Moines Hotel; present were representatives of Omaha-Nebraska Co-op; Pure Milk of Chicago; Twin City Milk Producers, Pure Milk of Kansas City, Sioux Valley Milk Producers, and Des Moines Cooperative Creamery. (Stip. 260) 69. Oran Lee Staley asked the cooperatives to sign Master Contracts with NFO during the meeting at the Fort Des Moines Hotel in 1964. (Stip. 262) 70. At the Fort Des Moines Hotel meeting in 1964, Staley discussed the general objectives of the NFO and his hope that cooperatives such as the Des Moines Cooperative Dairy would support these objectives. (Stip. 263) 71. Staley commented at the Fort Des Moines Hotel meeting in 1964 attended by NFO and various cooperatives that local cooperatives could not perform bargaining services well enough to obtain a reasonable price for milk at the producer level in the way an organization that was national in scope, like NFO, could. (Stip. 264) 72. At the Fort Des Moines Hotel meeting in 1964, Staley discussed the marketing agency in common, and indicated that NFO wanted all of the co-ops present to join the marketing agency in common, and that NFO would bargain for the price of the producers’ milk, and the co-ops would continue to do the processing. (Stip. 265) 73. [Mid-Am’s proposed finding of ultimate fact No. 73 was expressly denied by NFO. It stated: 73. In March, 1967 NFO called its milk holding action for the purpose of obtaining contracts for its dairy farmer members and for the purpose of encouraging dairy cooperatives to join the marketing agency in common proposed by NFO. (Stip. 319, 321, 317, 322, 341, 405) In accordance with the procedures we have established above, in lieu of making the finding in the language proposed by Mid-Am, we find the facts as agreed to by the parties in the paragraphs of the stipulation which Mid-Am cited in support of its proposed finding No. 73.] 73-319. On page 13 of the December, 1960 NFO Reporter, the following paragraph is found: The purpose of this holding action must be to increase dairy prices at the farm level, prevent expected dairy price drops; establish contracts that would give stability in the future, and to hope that the pressure exerted would necessitate cooperatives joining in a marketing agency in common that could effectively bargain with big milk handlers nationwide at the processor level. 73-321. [See Finding 75, infra, which is a finding made in the exact language of paragraph 321 of the stipulation.] 73-317. In 1967, Oras Kanerva, Assistant to the NFO Dairy Department Director, believed that it would be easier to obtain Master Contracts during a period of time when buyers were short of milk as a result of a Milk Holding Action. 73-322. During the Milk Holding Action, Oras Kanerva was a member of the NFO Board of Directors. (Kanerva, p. 10-11) 73-341. Some NFO members presented Master Contracts for milk to some cooperative and proprietary companies during the course of the Milk Holding Action. 73-405. [See finding 86, infra, which is a finding made in the exact language of paragraph 405 of the stipulation.] 74. It was the belief of some members of NFO’s dairy department in early 1967 the plants would be more anxious to sign master contracts if their milk supply diminished or increased as a result of NFO activity. (Stip. 316, 317, 268) 75. In 1967, it was Oras Kanerva’s belief that it was the intent of the NFO Dairy Department, by diminishing volumes of milk, to put pressure on plants to sign Master Contracts and therefore become prospective members of NFO’s proposed agency in common. (Stip. 321) 76. NFO dairy leaders in 1967 knew that if a dairy holding action was to have any effect in large portions of the country, a substantial volume of Grade A milk would have to be withheld from purchasers on the market. (Stip. 332) 77. NFO encouraged dairy farmers who were NFO members to withhold their milk from the market and encouraged other dairy farmers to sign an NFO membership agreement and then withhold their milk from the market. This latter encouragement was done even though the NFO membership agreement specifically excluded from its terms commodities which the farmer had under contract to others at the time of joining NFO. (Stip. 26, 327, 332, 333, 335, 336, 337, 338, P. Ex. 226) 78. Square Deal Milk Producers and Producers Creamery Company of Springfield, Missouri had written membership and marketing contracts with the dairy farmers delivering milk to them during 1967. These agreements committed the dairy farmer member to market all of his milk produced on his farm through the cooperative association. (D. Ex. 1083, Tr. 938, 953) 79. The NFO dairy department believed that the holding action would be more effective if NFO had a substantial number of its members in milk cooperatives. (Stip. 312) 80. NFO leaders knew in 1967 that some milk cooperatives in the Middle West had written membership and marketing agreements with some of their members. (Stip. 333, 249, 250, 251, 252) 81. During the 1967 milk holding action NFO members picketed some co-op and proprietary milk plants, and some NFO members and some non-members of NFO withheld their milk from the market. (Stip. 339, 377,400, 402, 336) 82. [Mid-Am’s proposed finding of ultimate fact No. 82 was expressly denied by NFO. It stated: 82. The milk holding action commenced on March 15, 1967 and lasted a month to six weeks. (Stip. 310, 311, 344) In lieu of making the finding in the language proposed by Mid-Am, we make substitute findings in the language of the paragraphs of the stipulation relied upon by Mid-Am.] 82-310. The Milk Holding Action was sponsored by the NFO, Inc. 82-311. The NFO Milk Holding Action commenced at 4:00 p. m., on March 15,1967. 82-344. The NFO Holding Action of 1967 lasted a month to six weeks. (Shafer, p. 255) 83. During the milk holding action, milk was withheld from Twin City Milk Producers Association, Des Moines Cooperative, Nebraska-Iowa Cooperative, Sanitary Milk Producers, Nemaha Cooperative Creamery and Fergus Dairy, all predecessors of the plaintiff. (Stip. 348, 356, 364, 375, 388, 389) 84. Pickets were placed at Twin City Milk Producers Association and Producers Creamery Company’s Cabool, Missouri plant during the NFO holding action. (Stip. 377, 400) 85. [Mid-Am’s proposed finding of ultimate fact No. 85 was expressly denied by NFO. It stated: 85. During the holding action NFO representatives attempted to negotiate master contracts with Mid-Am predecessors. (Stip. 355) In accordance with the procedure and practice described under paragraph 9, above, we make the findings agreed to in the stipulation in lieu of Mid-Am’s proposed finding of ultimate fact No. 85.] 85-355. While milk was being withheld during the 1967 NFO Holding Action, NFO Master Contracts were presented to the Des Moines Milk Cooperative. (R. Nelson, p. 573, L. 9-13) 86. Some of the stated purposes of the 1967 Milk Holding Action were to raise the price of milk paid to dairy farmers and to strengthen NFO’s bargaining position, which would help NFO to write contracts which would assure better milk prices for farmers in the future. (Stip. 405) 87. The purpose of the NFO Holding Action of 1967 was to hold milk until contracts which fixed the price of milk could be signed. (Tr. 87-88) 88. [Mid-Am’s proposed finding of ultimate fact No. 88 was expressly denied by NFO. It stated: 88. NFO’s own economic expert, Nathan, admitted that the NFO Holding Action of 1967 was a boycott if the purpose was to hold milk until contracts could be signed. (Tr. 1343) NFO’s denial, based on the ground that the witness was not competent to testify in regard to the legal conclusion stated, is sustained. NFO was given a continuing objection to all questions which called for the expression of a legal conclusion by this witness. (Tr. 1340) NFO’s objection is sustained and we therefore refuse to make the finding of ultimate fact as proposed by Mid-Am in paragraph 88.] 89. At the time of the Milk Holding Action, NFO wasn’t even engaged in marketing or selling milk. (Stip. 411) 90. Even though NFO did obtain a number of master contracts from proprietary and cooperative dairy plants during the period 1960 through the 1967 Holding Action, NFO did not attempt to activate these contracts as the required percentage of milk necessary to activate them was never achieved. (Stip. 193, 196, 197) 91. [Mid-Am’s proposed finding of ultimate fact No. 91 was expressly denied by NFO. It stated: 91. While maintaining the goal of activating master contracts, NFO inaugurated a program after the 1967 holding action of Milk Supply Contracts where-under NFO would encourage its dairy farmer members to deliver their milk to dairy plants signing such a contract. (Stip. 423, 430-435, 445, 447^51, 475) In accordance with the procedure and practice described under paragraph 9, above, we make the findings agreed to in the stipulation in lieu of Mid-Am’s proposed finding of ultimate fact No. 91.] 91-423. During the latter days of the 1967 NFO Milk Holding Action, Shafer, Sinclair and others began to prepare documents for the implementation of the NFO Phase II “Store and Hold” Program. 91-430. In order to effectuate the Phase II — Store and Hold Program, NFO members were requested to sign a document known as the “Milk Processing & Sales Agreement,” Form 7-3-39. (Ochsner p. 797-798) 91-431. The NFO Store and Hold Program was never implemented successfully. (Ochsner, p. 806) 91-432. The Milk Processing' & Sales Agreement (Form 7-3-39) was signed by an NFO member and authorized NFO to negotiate on the member’s behalf with a manufacturing plant for the receipt, manufacturing and storing of the finished product in conjunction with the NFO Store and Hold Program. 91-433. As part of the Store and Hold Program, the farmer members of NFO were asked to sign a document known as “Authorization to Plant Operator,” Form 7-3-38. 91-434. The Authorization to Plant Operator was signed by the NFO member and delivered to a manufacturing plant for the purpose of indicating to the plant the willingness of the NFO member to participate in the Store and Hold Program and to indicate that the particular producer had authorized a deduction of $.03 per cwt. from any payment due him from the manufacturing plant to go to NFO, Inc. 91-435. NFO’s dairy program immediately following the Store and Hold was known to some as “Phase II with a Plus.” 91-445. In 1968 NFO went to a Supply Contract Program in milk. 91-447. In 1968 and 1969 in order for the NFO member who was shipping his milk to a plant that had signed an NFO Phase II Milk Supply Contract to participate in the contract price he had to sign some form of an NFO agreement — Milk Processing and Sales Agreement Form 7-3-39, Authorization to Plant Operator Form 7-3-38, Milk Sales Agreement Form 7-3-39A. 91-448. If an NFO member had not signed an NFO supplemental milk sales agreement, that member was not considered to be participating in a Phase II Milk Supply Contract and was not counted by a processor or handler under such a contract and no additional sum was paid for his milk. 91-449. In 1968 and early 1969, Henry Ochsner contacted milk processors in Wisconsin for the purpose of negotiating NFO Phase II Milk Supply Contracts. (Ochsner, p. 770) 91-450. Negotiation of Phase II Milk Supply Contracts commenced in or about 1968 after NFO decided to stop attempting to negotiate Master Contracts in Milk. (Ochsner, p. 775-76) 91-451. Most of the Supply Contracts negotiated by NFO in 1968 and early 1969 contained a provision stating that “for services rendered” buyers shall pay the sum of _cents per cwt. in addition to the base price under the contract. (Ochsner, p. 799) 91 — 475. It has been NFO’s policy to encourage NFO members to support plants that have signed Phase II Milk Supply Contracts with NFO. (Connor, p. 1028-1031) 92. [Mid-Am’s proposed finding of ultimate fact No. 92 was expressly denied by NFO. It stated: 92. Common to the milk supply contracts was a provision that the receiving plant would pay NFO members the same base amount for their milk as all other dairy farmers delivering to the plant, plus an additional sum of money per hundred weight of milk delivered under the guise of payment “for services rendered.” (Stip. 479-560, 451) Paragraph 451 of the stipulation is already set forth as finding 91-451, supra. Paragraphs 479 to 560 of the stipulation need not be set forth as separate findings. Those paragraphs of the stipulation simply reproduce particular paragraphs of numerous contracts which NFO negotiated in 1969 and 1970 (one contract, reproduced in paragraph 560, was negotiated in 1972). We find and conclude that the provisions of those contracts do not support finding No. 92 as proposed by Mid-Am. The contracts say nothing about the price to be paid non-NFO members. Nor do they provide that NFO members be paid more for their milk than non-NFO members. We find that all the other evidence relied upon by Mid-Am, including but not limited to the trial testimony of witnesses Powell and Nathan cited by Mid-Am in its reply to NFO’s denial, is insufficient to support Mid-Am’s proposed finding No. 92. We therefore refuse to make that proposed finding but incorporate paragraphs 479 to 560, inclusive, of the stipulation as a part of our findings of fact by this reference.] 93. In presenting these milk supply contracts to dairy cooperatives, NFO sought to have the cooperatives continue to market the milk either in fluid form or as manufactured dairy products and to recognize NFO as the bargaining agent for its members insofar as the price to be received by NFO members from the cooperative was concerned. (Tr. 931, 941) (Stip. 592, 598, 607) 94. [Mid-Am’s proposed finding of ultimate fact No. 94 was expressly denied by NFO. It stated: 94. Many dairy cooperatives, including Mid-Am and some of its predecessors, resisted the NFO milk supply contracts on the basis that it caused them to discriminate among their dairy farmer patrons without reasonable justification, that such discriminatory payments would result in all members of the cooperative joining NFO solely for the purpose of obtaining a higher price than other patrons and on the further ground that the cooperative members had already granted bargaining rights to the cooperative for the dairy farmers’ milk. Mid-Am did not initially cite any portion of the record to support its proposed finding 94. When NFO denied that there was any factual basis for the proposed finding of discrimination, Mid-Am cited the portions of the contracts stipulated in paragraphs 481 to 560 of the stipulation. Mid-Am thereafter replied by citing the same pages of testimony of witnesses Powell and Nathan which Mid-Am cited in reply to its attempt to support its proposed finding 92, added a citation to page 167 of witness Birdsall’s trial testimony, and directed attention to the Robinson-Patman portions of its post-trial brief. We have reviewed the additional supporting data cited by Mid-Am and adhere to our similar finding made in regard to plaintiff’s proposed finding 92, namely, that Mid-Am has not carried the burden of proving the fact of discrimination as proposed in Mid-Am’s proposed finding of ultimate fact 94.] 95. Norbert Connor, Alan Skroch, Cletis Timmerman, and Henry Ochsner, NFO employees, attended the meeting with Mr. Schultz and other representatives of the Wisconsin State Department of Agriculture in June, 1969. (Stip. 593) 96. The Wisconsin Department of Agriculture sent a letter dated October 1, 1969 to each dairy plant licensed in Wisconsin stating that payment under NFO Phase II Milk Supply Contracts of a sum “for services rendered” would probably constitute a violation of the plant operator’s duties under Section 100.22, Wisconsin Statutes, and could therefore jeopardize their state license to operate a dairy plant. (Stip. 581) 97. The Wisconsin Department of Agriculture sent a letter to Mr. Kenneth L. Olsen, Manager, Western Wisconsin Dairies Cooperative, Blair, Wisconsin, on September 16, 1969, stating that the Department would take the position that payments made “for services rendered” pursuant to NFO Phase II Milk Supply Contracts would constitute a price discrimination by the dairy plants under Section 100.22, Wisconsin Statutes. (Stip. 582) 98. In September, 1969, the Wisconsin Department of Agriculture gave its opinion to NFO that the problem for the Wisconsin dairy plants with the NFO Phase II Milk Supply Contracts under the Wisconsin statutes could be remedied by a specific and clear provision indicating that NFO was purchasing the milk from the producer and, in fact, taking legal title to the milk of its members prior to resale pursuant to the Phase II Milk Supply Contract. (Stip. 583) 99. In late 1969 and early 1970, several meetings were held between NFO representatives, including Ed Graf, and representatives of the Wisconsin Department of Agriculture concerning the possible effect of the NFO Phase II Milk Supply Contracts on the requirements for dairy plants licensed by the State of Wisconsin. (Stip. 594) 100. The matter under discussion between representatives of NFO and the Wisconsin Department of Agriculture related to the provisibns of the NFO Phase II Milk Supply Contracts which provided for a sum to be paid for “services rendered,” which provision, under the Department’s interpretation of the contract, might result in an individual dairy plant paying different prices to NFO members and non-NFO members. (Stip. 595) 101. During meetings between NFO representatives and the Wisconsin Department of Agriculture prior to February 10, 1970, one proposal discussed and given tentative approval by the Department of Agriculture was the creation of a third party legal entity to purchase the milk from NFO producers pursuant to a specific purchase agreement. (Stip. 596) 102. Prior to February 10, 1970, possible solutions to the questions raised by the Wisconsin Department of Agriculture, including the possibility of establishing a third party legal entity to purchase and resell the milk of NFO member-producers, were discussed by NFO members and staff employees at various meetings including county meetings throughout the State of Wisconsin. (Stip. 597) 103. NFO considered the proposal for a third party legal entity to purchase and resell its members’ milk in part because in 1969 and early 1970, the NFO did not want to purchase milk from its members but wanted to remain a bargaining association negotiating for the sale of its members’ milk and other agricultural commodities. (Stip. 598) 104. In late 1969 and early 1970, NFO was discussing establishment of a third party legal entity to purchase and sell the milk from NFO members in Wisconsin because NFO was not a processing organization and did not want to go into business. (Stip. 599) 105. Ricardo Avila attended at least one of the conferences between NFO leaders and the Wisconsin Department of Agriculture relating to the NFO Phase II Milk Supply Contracts in Wisconsin. (Stip. 600) 106. The Attorney General of Wisconsin was of the opinion that dairy plants who had signed NFO Phase II Milk Supply Contracts might violate Wisconsin Statute 100.-22 by paying without justification different prices to the producers supplying milk to the contracting plant. (Stip. 601) 107. On February 10, 1970, the Wisconsin Department of Agriculture advised NFO that the Attorney General of Wisconsin had concluded that even if a third party legal entity purchased NFO member milk and resold it to dairy plants operating under an NFO Supply Contract, in his opinion those dairy plants would still not be in compliance with the licensing provisions of Wisconsin law. (Stip. 590) 108. In September, 1969, it was the tentative opinion of the Minnesota Department of Agriculture pending completion of a legal investigation that performance by dairy plants under the NFO Phase II Milk Supply Contract might violate Minnesota Statute 32.11 pertaining to discrimination in the purchase of milk provided there had been economic injury to someone. (Stip. 602) 109. In April, 1969 MPI turned down the NFO Supply Contract and in June, 1969, Turtle Lake Co-op, Five Star Co-op and Mid-Am refused to sign a supply contract. (Stip. 603-612) 110. [Mid-Am’s proposed finding of ultimate fact No. 110 was expressly denied by NFO. It stated: 110. In late 1969 Ed Graf, director of the NFO Dairy Department, reported to the NFO Board of Directors that he had been unsuccessful in achieving NFO’s goal of marketing NFO’s members’ milk through cooperative dairy associations and requested permission to set up milk reload stations to gain flexibility in bargaining. (Stip. 638,* 650, 652) In accordance with the practice above established, and in lieu of the proposed finding, we make supplemental findings of fact based on the cited paragraphs of the stipulation:] 110-638. Prior to January, 1970, Graf reported to the NFO Board of Directors that the NFO was unable to achieve its goal by marketing members’ milk through existing cooperative dairy associations or its predecessors, and as a consequence, it was necessary for NFO to formulate a reload marketing system. 110-650. The principle of marketing milk through reloads was to establish the flexibility to ship milk outside the local area where it had previously been purchased. 110-652. As a result of the flexibility of being able to ship milk out of the local area, NFO, in establishing the Mountain Grove reload, had as one of its purposes to increase interest in bidding for the milk in the Missouri area where the milk was normally purchased. 111. The first NFO dairy reload was opened in Mountain Grove, Missouri in late January or early February, 1970. (Stip. 640, 651, 700) 112. NFO opened its Jefferson City, Missouri reload in February, 1970. (Stip. 641) 113. NFO opened its Springfield, Missouri reload in January, 1971. (Stip. 780) 114. In opening the Mountain Grove reload and the Jefferson City, Missouri reload and Springfield, Missouri reloads, NFO solicited dairy farmer members of Mid-Am in Central and Southwest Missouri to cease delivering their milk to Mid-Am and to permit NFO to direct the shipment and sale of their milk. (Stip. 669, 670, 671, 679, 694, 695, 698, 710, 711) 115. Numerous dairy farmers in Missouri and several in Illinois left Mid-Am in 1970 and early 1971 in order to move their milk under the NFO milk program. (P. Ex. 97, 98, 99, 201) 116. These dairy farmers commenced delivery of their milk to plants pursuant to NFO’s direction. 117. Some of these dairy farmers may have failed to give timely notice of termination of their membership and marketing contracts with Mid-Am. 118. - In early 1971 a letter was prepared by NFO legal counsel and distributed by NFO employees among some of the dairy farmers who had left Mid-Am. 119. These letters of termination may have been ineffective as the dairy farmers involved may have already been in breach of their contracts with Mid-Am at the time the notices were mailed to Mid-Am. 120. The live witnesses Stacey, Douglas and Forbes testified that they left Mid-Am to go into the NFO milk program. Each was generally unconcerned about giving any notice of termination to Mid-Am. There is not sufficient factual data in the record to determine whether those three persons and, particularly, whether the unidentified “dairy farmers” mentioned in findings 115, 116 and 117 were or were not under legal duty to give Mid-Am any written notice of termination before electing to ship their milk through NFO. 121. [Mid-Am’s proposed finding of ultimate fact No. 121 was expressly denied by NFO. It stated: 121. NFO employees working in Missouri in 1970 and 1971 knew that virtually all of the grade A dairy farmers in Central and Southwest Missouri belonged to Mid-Am. (Stip. 670, 694, 698) In lieu of Mid-Am’s proposed finding of ultimate fact No. 121, we find the facts as agreed to by the parties in the paragraphs of the stipulation which Mid-Am cited in support of its proposed finding No. 121:] 121-670. In September, 1969, all of the NFO members producing Grade A milk in Wright County, Missouri that T. Forbes knew were shipping their milk through Mid-Am. 121-694. In late 1969 or early 1970 when Hills was contacting dairy farmers who were NFO members, Hills was aware that all Grade A dairy farmers in the Mountain Grove area were shipping their milk through Mid-Am. 121-698. In late 1969, Hills believed that most of the dairy farmers from the Mountain Grove area who attended the NFO organizational meetings had marketing commitments with Mid-Am. 122. [Mid-Am’s proposed finding of ultimate fact No. 122 was expressly denied by NFO. It stated: 122. NFO’s employees contacted these dairy farmers and encouraged them to deliver their milk to plants which NFO had agreements with and these same employees worked under the stated policy that they were not to bring up the question of whether or not these dairy farmers had membership and marketing agreements with Mid-Am or anyone else. (Stip. 685, 693, 696) In lieu of Mid-Am’s proposed finding of ultimate fact No. 122, we find the facts as agreed to by the parties in the paragraphs of the stipulation which Mid-Am cited in support of its proposed finding No. 122:] 122-685. In early 1970, Bruemmer did not initiate discussion concerning cooperative membership agreements with milk producers as long as the producer contacted by him had signed an NFO membership agreement prior to the time that Bruemmer contacted the producer. 122-693. In late 1969 or early 1970, Hills did not initiate discussion concerning cooperative membership agreements with milk producers as long as the producer contacted by him had signed an NFO membership agreement prior to the time that Hills contacted the producer. 122-696. From late 1969 through early 1971, Ralph Bruemmer and Herman Hills did not initiate discussion of cooperative membership agreements with milk producers whose milk was being sought for NFO’s dairy program as long as the producer contacted had signed an NFO membership agreement prior to the time he was contacted. 123. Many dairy farmers were contacted by NFO employees and within a matter of days these same dairy farmers ceased delivering their milk to Mid-Am. (Stip. 1247, 1374, 1250, 1375, 1262, 1400, 1265, 1402, 1266, 1403, 720, 721, 1409) [The stipulated facts show that a matter of several weeks, rather than “a matter of days,” was involved.] 124. NFO knew that Mid-Am had agreements of some kind with its producer members as even NFO developed a written contract for marketing milk under federal milk marketing orders. (Stip. 671, 694, 698, 870, 871, 872, 886) 125. NFO’s purpose in setting up milk reload stations in Central and Southwest Missouri was to establish flexibility to ship milk out of the local area where it had previously been purchased and to increase interest in bidding for the milk where it was normally purchased. (Stip. 650, 652) 126. The normal purchaser of this milk had been Mid-Am. 127. [Mid-Am’s proposed finding of ultimate fact No. 127 was expressly denied by NFO. It stated: 127. NFO never changed its goal of bargaining with milk marketing cooperatives and the Missouri reloads were only a part of its plan to accomplish this goal. (Stip. 638, 47, 70, 163) (Tr. 930-931) In lieu of Mid-Am’s proposed finding of ultimate fact No. 127, we find the facts as agreed to by the parties in the paragraphs of the stipulation which Mid-Am cited in support of its rejected proposed finding No. 127. We further find that pages 930-931 of witness Hanman’s testimony do not support Mid-Am’s proposed finding.] 127-638. [See Finding 110-638 above.] 127-47. NFO’s principal activity is collective bargaining, not marketing. (Tax Protest) 127-70. NFO’s milk marketing activities take the form they do only because the Federal Milk Order program requires a qualified association of producers to conduct a specified degree of “marketing” activities; NFO performs only those marketing activities absolutely required by the government for qualified milk operations, and its marketing assistance activities are far less than those engaged in by most qualified associations representing milk producers; and milk operations represented only a small percentage of NFO’s overall activities during the period 1970-1972. 127-163. A goal of NFO is contracts, such as are referred to in the Membership Agreement, Article VI, Section 1, which are contracts with processors. 128. In 1970 NFO offered to sell milk to customers of Mid-Am located in Springfield, Missouri and Fayetteville,. Arkansas at lower prices than the then existing Mid-Am price. (Stip. 1197, 1198, 1199, 1200, 1201, 1202) 129 to 131. [Mid-Am’s proposed findings of ultimate fact as proposed in paragraphs 129 to 1