Exclusive Electronic Game Distributorship Was Not a Hawaii “Franchise”

This posting was written by John W. Arden.

An exclusive Hawaii distributorship of electronic games that was not substantially associated with its supplier’s trademarks and did not pay a franchise fee to its supplier was not a “franchise” within the Hawaii Franchise Investment Law, the federal district court in Honolulu has ruled (Prim Limited Liability Co. v. Pace-O-Matic, Inc., December 13, 2012, Mollway, S.). Thus, the supplier’s termination of the exclusive distributorship, allegedly without cause, could not be held to violate the statute.

In November 2008, electronic game supplier Pace-O-Matic entered into an agreement making Prim Limited Liability Co. an exclusive distributor of “amusement devices” in an area that included Hawaii. In October 2010, Pace-O-Matic sent Prim a letter, alleging it was in default and terminating the exclusivity portion of the agreement. Shortly thereafter, Prim filed a lawsuit, asserting breach of contract, tortious interference with prospective business advantage, unfair methods of competition in violation of the Hawaii “little FTC Act,” violation of the Hawaii Franchise Investment Act, breach of express warranty, breach of implied warranty, and a right to indemnification.

Pace-O-Matic filed a motion for partial summary judgment on the unfair competition, franchise law, and implied warranty claims. The court granted summary judgment on the franchise law and implied warranty claims, but denied summary judgment on the unfair competition claims.

“Franchise” Definition

In its motion, Pace-O-Matic argued that it was entitled to summary judgment on the franchise law claim because the parties never had a franchise relationship as defined by the Hawaii Franchise Investment Law. Under the statute, a “franchise” is an agreement “in which a person grants to another person, a license to use a trade name, service mark, trademark, logotype or related characteristic … and in which the franchisee is required to pay, directly or indirectly, a franchise fee.” Haw. Rev. Stat. §482E-2. However, Prim failed to show that there was a triable issue regarding the existence of a franchise between Prim and Pace-O-Matic.

Association with trademark. Prim’s claim that the distributorship agreement allowed it to use Pace-O-Matic’s name, trademarks, and proprietary software was at odds with the language of the agreement. The agreement did not suggest that Prim was authorized to use Pace-O-Matic’s trademarks or software. Rather, the agreement made clear that Pace-O-Matic was only authorizing Prim to “purchase games and fills from Pace and exercise its best efforts to develop markets for the games and distribute the games.”

A distributorship is different from a franchise, the court observed. The distribution agreement allowed Prim to distribute Pace-O-Matic’s products; it did not “substantially associate” Prim with Pace-O-Matic’s trademarks.

“The very essence of a franchise relationship is that the franchisee represents the franchise to the public; a franchise is not created whenever one company purchases and distributes another company’s products.”

Franchise fee. Similarly, Prim failed to provide evidence that it paid Pace-O-Matic a franchise fee. It contended that its payment for “fills” constituted a franchise fee because the price of the fills far exceeded the cost of a few keystrokes to generate a fill. However, Pace-O-Matic’s profit margin is not proof that Prim’s payment for fills constituted a franchise fee, the court held.

“Hawaii law does not provide that a distributor’s profit on a distributorship agreement transforms a relationship into a franchise,” the court noted. “Moreover, there is no evidence that the cost of the fills constituted an ‘unrecoverable investment’ in Pace.”

“Little FTC Act”

Prim’s claim that Pace-O-Matic committed unfair competition in violation of the Hawaii “little FTC Act” raised genuine issues of fact. Prim’s pleadings alleged that Pace-O-Matic’s conduct caused injury to Prim’s business or property and was likely to result in damages exceeding $75,000. Prim also alleged that it was injured by the termination of its exclusive distributorship and the direct sale of fills to one of its customers. Pace-O-Matic did not dispute the termination or the direct sales.

“When the supplier itself takes on the role of competitor and seeks to do business with the exclusive distributor’s customer, it may indeed be . . . an aggravating circumstance sufficient to support a claim” under the Hawaii “little FTC Act,” the court found. Thus, the claim survived the motion for summary judgment.

The case is Civil No. 10-617 SOM/KSC.

Dean L. Franklin (Thompson Coburn) for Prim Limited Liability Co. Effie Ann Steiger for Pace-O-Matic.

Distributors Could Have Paid “Franchise Fee” Under Washington Law

This posting was written by Pete Reap, Editor of CCH Business Franchise Guide.

A genuine issue of material fact existed as to whether two purchasers of geographically exclusive baked goods distributorships paid a “franchise fee” under the meaning of the Washington Franchise Investment Protection Act to a baked goods manufacturer either through a $30 deduction from commissions the purchasers were paid for their participation in the manufacturer’s Pallet Delivery Program (PDP) or through any suspected fee, according to a federal district court in Spokane, Washington.

The issue had been remanded to the district court by the Eighth Circuit, which held that the district court had erred in an earlier ruling (CCH Business Franchise Guide ¶13,338) in granting summary judgment to the manufacturer after finding that the purchasers had not paid a franchise fee.

The purchasers did not argue that they paid a direct franchise fee to the manufacturer. Instead, they contended that the $30 deduction from the commissions they earned in the PDP, representing a portion of the costs the manufacturer incurred to shrink-wrap, palletize, and deliver the products to consumers’ warehouses, was a charge for the “mandatory purchase of goods or services, “available only from the franchisor,” under the meaning of the Washington Act and that none of the statutory exceptions applied.

Because the PDP was a fee-for-services agreement, it did not fall under the Franchise Investment Protection Act’s fair-market-value exception, the court determined. That statutory exception applied only to supplies, fixtures, and real property. Further, the Washington Supreme Court has not recognized a fair-market-value exception for the mandatory purchase of services.

The manufacturer cited to a law review article and two unpublished federal cases to argue that the deduction from commissions was not a franchise fee because it (1) was an ordinary business expense for services rendered and (2) lacked an unrecoverable capital investment. However, the manufacturer identified no binding precedent upon which the court could find that an ordinary business expense for services was exempted from Franchise Investment Protection’s Act’s definition of “franchise fee,” according to the court.

One of the cited cases did find that a payment of more than $6,000 for training was not a franchise fee but rather an ordinary business expense, but that case was unpublished, over 17 years old, and relied on nonbinding precedent from another Circuit. The other cited case similarly failed to persuade the court.

Although at least one Washington court considered an unrecoverable investment as one factor in determining whether a franchise fee was present, it was not a necessary component of a franchise fee. With no binding or persuasive authority on point, a genuine issue of material fact existed.

The decision in Atchley v. Pepperidge Farm, Inc. will appear at CCH Business Franchise Guide ¶ 14,793.

Dealer’s Payments Were Not “Franchise Fees” under Hawaii Law

This posting was written by Pete Reap, Editor of CCH Business Franchise Guide.

A jury had sufficient evidence supporting its finding that none of the alleged payments made by a motor vehicle dealer to a manufacturer constituted "franchise fees" under the meaning of the Hawaii Franchise Investment Law, a federal district court in Honolulu has determined.

Accordingly, the jury’s finding that the manufacturer did not violate the statute when it ceased distributing motor vehicles in North America and offered the dealer the option of becoming a service-only dealer was upheld. The dealer’s motions for a new trial, to amend the judgment, and for relief from the judgment, were denied.

The dealer’s main argument was that the parties’ sales and service dealership agreement constituted a franchise agreement under the Hawaii Franchise Investment Law that required the dealer to pay "franchise fees," the court observed.

Required Payments

The dealer asserted that payments for the following items constituted statutory franchise fees:

(1) signs and financial statements;
(2) advertising;
(3) bank flooring arrangements;
(4) use of the franchisor’s communication system; and
(5) training.

With respect to signs and financial statements, the dealership agreement did require the dealer to install signs and submit monthly financial statements to the manufacturer. However, the evidence showed that the dealer failed to comply with these requirements.

The owner of the dealership testified that the "signage never changed" for the duration of the business relationship. Although deficient with signage and monthly financial statements, the dealer continued to operate as the manufacturer’s dealer, suggesting that those requirements were not franchise fees, as they were not required for the right to do business with the manufacturer.

Payments to Third Parties

Payments made by the dealer for newspaper advertising were to a third party, not to the manufacturer, and did not establish that the payments were franchise fees paid for the right to do business with the manufacturer.

Similarly, payments for flooring finance arrangements were not made to manufacturer itself. The dealer was not restricted to any particular lender and ended up selecting a bank that had no special relationship with the manufacturer.

Use of Communication System

The dealer failed to establish that the required use of the franchisor’s communication system constituted a franchise fee. Evidence suggested the dealer was required to use the manufacturer’s communications system, but the dealer did not always use that system, the court found. Since the manufacturer nevertheless continued to do business with the dealer, the jury could have concluded that the manufacturer’s communications system was not required for the dealer to continue its business.

Finally, the jury did not have to credit a vague assertion that a training charge was for actual live training as opposed to, for example, software that the dealer’s personnel could have needed to refer to on a regular basis in the course of their jobs.

The decision is JJCO, Inc. v. Isuzu Motors America, Inc., CCH Business Franchise Guide ¶14,486.

Inventory Requirement, Control of Supplies Might Be “Franchise Fee” Under Washington Law

This posting was written by John W. Arden.

A supplier’s requirement that distributors maintain a particular level of inventory and its control over the supplies sent to the distributors might constitute a “franchise fee” within the Washington Franchise Investment Protection Act, according to the U.S. Court of Appeals in San Francisco.

Summary dismissal of the distributors' franchise law claims (CCH Business Franchise Guide ¶13,338 and ¶13,437)—based on its failure to establish that it paid a “franchise fee”—was reversed, and the claim was remanded to the federal district court in Spokane, Washington.

Mandatory Purchases

Payments for “the mandatory purchase of goods or services” are considered franchise fees under the Washington Franchise Investment Protection Act’s definition of “franchise.” (Wash. Rev. Code §19.100.010 (12)), the appeals court held.

The complaining distributors claimed that their supplier (Pepperidge Farm) effectively required them to purchase goods by mandating inventory levels and controlling pallet shipments “and then requiring [them] to pay for some product that went stale prior to sale.”

While the district court ruled that the distributors were never required to purchase a set quantity of Pepperidge Farm products, the distributors “submitted evidence to support their claim to the contrary,” the appeals court said, finding a genuine dispute of material fact that precluded summary judgment.

Business Opportunity Law

The appellate court upheld the summary dismissal of other claims brought by the distributors—including claims brought under the Washington Business Opportunity Fraud Act and negligent misrepresentation. It was not apparent that a distributorship was a “business opportunity” under the statute, and the distributors offered no counter argument, the court held.

The negligent misrepresentation claim was rejected on the ground that the distribution agreement specifically required the distributor to remove stale Pepperidge Farm products from store shelves and provided that Pepperidge Farm had no obligation to accept stale goods.

Commercially Reasonable Sale

The district court’s finding that Pepperidge Farm’s sale of the distributorship to the complaining distributor was commercially reasonable under the Washington Uniform Commercial Code (CCH Business Franchise Guide ¶14,145) was upheld on appeal.

“Pepperidge Farm undertook efforts in excess of ordinary procedures for marketing a distributorship, easily satisfying the standard for a commercially reasonable sale,” the Ninth Circuit ruled.

The May 14 not-for-publication opinion is Atchley v. Pepperidge Farm Inc., No. 09-35275. Text of the decision will appear in the CCH Business Franchise Guide.

Sub-Distributor Failed to Adequately Allege Illinois “Franchise”

This posting was written by Pete Reap, Editor of CCH Business Franchise Guide.

A sub-distributor of electrical components failed to adequately allege that its relationship with a distributor was a "franchise" under the meaning of the Illinois Franchise Disclosure Act, according to the federal district court in Chicago.

Accordingly, the sub-distributor’s counterclaim against the distributor for violations of the Act’s registration, anti-fraud, and "good cause" for termination provisions was dismissed.

After the distributor terminated the parties’ agreements and brought suit for failure to pay for delivered goods, the sub-distributor responded with several counterclaims, including the alleged violations of the Illinois Franchise Disclosure Act.

Association with Distributor’s Trademark

The sub-distributor argued that it pled sufficient facts to permit the court to infer the existence of a franchise relationship under federal notice pleading standards. However, the sub-distributor’s counterclaim was devoid of any allegation that it used the distributor’s name or mark in marketing the distributor’s electrical components, as required by the statutory definition of "franchise," the court ruled.

Although it could be inferred that the sub-distributor used the distributor’s tradename or mark because the components at issue were alleged to be unique, it was certainly not a necessary inference, the court commented. Moreover, there was no allegation that the operation of the sub-distributor’s business was substantially associated with the distributor’s mark.

Franchise Fee Requirement

The sub-distributor cited caselaw and argued that it was not required to make allegations specific to the Franchsie Disclosure Act's requirements for a "franchise." However, the sub-distributor failed to allege that it operated a business under the distributor’s mark or paid the distributor a "franchise fee," two of the elements necessary to establish a franchise.

Notice pleading required a plaintiff to plead sufficient facts to make a claim plausible on its faith and the sub-distributor’s alleged facts did not reach even that low threshold.

The decision is BJB Electric v. North Continental Enterprises, CCH Business Franchise Guide ¶14,317.

License Agreement Was Not “Franchise” Under FTC Rule

This posting was written by Pete Reap, Editor of CCH Business Franchise Guide.

An agreement that permitted a dealer to produce, sell, and install a licensor’s patented and trademarked gutters in a limited territory was not a "franchise" under the meaning of the FTC franchise disclosure rule, a federal district court in Florence, South Carolina, has ruled.

Thus, the dealer could not proceed with its claim that the licensor violated the South Carolina "little FTC Act" by failing to provide it with a disclosure statement as required by the FTC rule.

The licensor notified the dealer in 2001 that it was terminating their agreement and requested the payment of accrued royalties and the return of a gutter-fabricating machine, as required by the agreement. When the dealer failed to comply, the licensor filed the instant suit, seeking injunctive relief and asserting other claims.

Subsequently, the dealer asserted various counterclaims—including one brought under the South Carolina “little FTC Act”—and continued to use the fabricating machine without paying royalties during the eight years the suit has been pending in both state and federal court.

Caption of Agreement

The actual contract was captioned as a license agreement and had been described by both a South Carolina appellate court and the South Carolina Supreme Court as a license agreement. However, that was not determinative of whether a franchise agreement existed.

As noted by the dealer, an FTC staff advisory opinion provided that "[w]hether a business relationship constitutes a franchise, is not dependent upon what the parties call the relationship …[r]ather, a relationship is covered by the Franchise Rule if it satisfies the definitional elements of a franchise set forth in the Franchise Rule" (FTC Informal Staff Advisory Op. 98-4, 1998, CCH Business Franchise Guide ¶6493).

“Franchise” Definition

In determining whether a commercial relationship constitutes a franchise for purposes of the FTC rule, courts have looked to see (1) whether the relationship involved the distribution of goods or services associated with a franchisor’s trademark or trade name; (2) whether the franchisor had authority to exert a significant degree of control over the franchisee’s method of operation, or provide significant assistance in the franchisee’s method of operation; and (3) whether the franchisor must pay at least $500 within six months after the franchise business began.

The first prong of the analysis was not in dispute, as the agreement involved the sale or distribution of goods associated with the licensor’s trademark. However, as to the second prong, the controls or assistance had to be related to the franchisee’s entire method of operation, not merely its method of selling a specific product or products which represented a small part of the franchisee’s business, according to the court.

Control Over Method of Operation

The dealer pointed to numerous terms from the agreement—including limitations on territory, limitations on the ability to sell the product through lumberyards and home centers, and accounting and sales reporting requirements—as evidence that the licensor exercised a great deal of control over the dealer’s method of operation. However, it was readily apparent from the terms of the agreement that these limitations only restricted the dealer’s operations with respect to the gutter product line, the court determined.

It was not disputed that the sale and installation of those gutters was but one of multiple products and services provided by the dealer. Thus, the level of control exerted by the licensor over the dealer’s method of operation was not significant for purposes of the FTC franchise rule, the court held.

Franchise Fee

There was no evidence that any franchise fee was paid to the licensor by the dealer as required by the third prong of the analysis, the court determined. Although the dealer paid the licensor a sum of money at the inception of the business relationship, that payment was made in exchange for the purchase of the gutter-fabricating machine. It was not in the form of a franchise fee as required by the rule. Thus, the agreement was not a franchise as a matter of law.

Therefore, the dealer was denied partial summary judgment on its "little FTC Act" counterclaim. Even if the business relationship between the parties was a franchise, the dealer still would be required to establish that the failure to comply with the FTC franchise rule constituted a per se violation of the Act, an issue on which the dealer failed to provide persuasive authority, the court noted.

The decision is Englert, Inc. v. LeafGuard USA, Inc., CCH Business Franchise Guide ¶14,297.

Insurance Agent Could Be “Franchisee” Under Michigan Franchise Sales Law

This posting was written by Pete Reap, Editor of CCH Business Franchise Guide.

The Michigan Franchise Investment Law could apply to insurance agency contracts, the federal district court in Detroit has decided. Thus, an insurance company was not entitled to judgment on the pleadings on an agent’s claim that it committed deceptive practices in the sale of an agency in violation of the Franchise Investment Law.

The company argued that the Michigan insurance code comprehensively regulated the industry and that applying the franchise law would be incompatible with such comprehensive state regulation. It also pointed to decisions from other states holding that franchise laws in those states were inapplicable to the insurance industry.

There were no Michigan decisions directly addressing the question, the court observed. However, neither the Franchise Investment Law nor the laws of other states explicitly provided an exception for insurance agency agreements. Instead, the relevant statutes—including Michigan’s—simply specified generic characteristics of the contracts that they did cover.

In determining whether insurance agency agreements were governed by the franchise statutes, the courts in other states simply considered whether the agreements exhibited the required characteristics, according to the court. However, absent clearer direction from the Michigan statutes or courts, the court refused to hold as a matter of law that the Franchise Investment Law did not apply to insurance agency agreements.

“Offering, Selling” Goods or Services

The agency agreement at issue fell within the Franchise Investment Law’s requirement that a franchisee be “granted the right to engage in the business of offering, selling, or distributing goods or services under a marketing plan or system prescribed in substantial part” by a franchisor, the court held.

The company argued that Michigan courts have stated that insurance agents were merely “order takers,” while insurance companies owned the insurance polices and actually sold them.

The Illinois franchise sales statute was identical in relevant part to Michigan’s, and an Illinois court had ruled that insurance agents did not fall within the protections of the Illinois law because “the right to sell consists of an unqualified authorization to transfer a product at the point and moment of the agreement to sell or authority to commit a grant to sell” and the insurance agents did not have that authority,

However, that Illinois decision ignored part of the language of the Illinois state and which was identical to Michigan’s, the court reasoned.

A person was a franchisee under the Michigan Franchise Investment Law if he was engaged in selling, offering, or distributing goods or service. The legal meaning of “offering” required that an acceptance would create a contract, and either transfer ownership or create a legal obligation to transfer ownership, the court noted.

If the agent did not own insurance policies and was not authorized to contractually bind the insurance company, he could not offer them in this sense, the court reasoned. But if the word “offering” in the Franchise Investment Law was interpreted to have only such a meaning, the word would have been redundant of the word “selling,” the court determined. Therefore, the term “offer” in the statute must be interpreted more broadly, and less technically, to refer to making goods or services available in a practical, rather than a legal, sense.

By soliciting orders for insurance coverage, with the intention and expectation that the orders would be accepted, insurance agents would fall within this definition. Thus, the agency agreement fell within this part of the “franchise” definition in the Franchise Investment Act, the court held.

Franchise Fee

The issue of whether the agent paid the company a “franchise fee,” as required of a franchisee, could not be determined on the pleadings, the court ruled.

The agent’s claim that he was required to purchase excessively-priced office supplies as a condition of becoming the company’s agent seemed unlikely. However, the court could not make such a factual determination on the pleadings.

An allegation that the agent’s payment for office furniture and computers was a franchise fee was entitled to a presumption of truth at this stage of the litigation. The agent claimed that he was required to pay $12,900 for four-year-old furniture and approximately $3,000 for four-year-old computers.

The purchase of goods was not considered to be a franchise fee under the statute when the goods were purchased at bona fide wholesale prices. However, the agent adequately alleged that the prices paid for the furniture and computers were excessive.

The decision is Bucciarelli v. Nationwide Mutual Insurance Co., CCH Business Franchise Guide ¶14,200.

For a previous blog posting on whether an insurance agent could be considered a "franchisee," see the May 21, 2009 entry on Trade Regulation Talk.

Insurance Agent Not Protected “Franchisee” Under Washington Law

This posting was written by Pete Reap, Editor of CCH Business Franchise Guide.

An insurance agent was not a “franchisee” of an insurance company within the meaning of the Washington Franchise Investment Protection Act because the agent did not pay the company a “franchise fee,” according to the federal district court in Tacoma, Washington.

Thus, the company could not have violated the Franchise Investment Protection Act by committing fraud and breaching the duty of good faith and fair dealing in threatening the agent’s retirement benefits if he did not immediately retire.

The agent filed suit after a representative of the company allegedly improperly threatened his retirement benefits in a meeting to discuss employees’ claims of sexual harassment against the agent. The agent argued that, but for his allegedly forced retirement, he would have worked for an additional seven years.

Franchise Fee

The agent admitted that he did not pay any money to the insurance company for the agency. Instead, he argued that he paid an indirect franchise fee by exclusively selling the company’s insurance and allowing his customers and their information to become trade secrets of the company.

However, case law indicated that indirect franchise fees had been found only in situations when some money had changed hands, such as required purchases of products above the fair market value. Because the agent paid no money to the company—either directly or indirectly—he could not satisfy the Franchise Investment Protection Act’s franchise fee requirement, the court ruled.

Exemption for Insurance

In any event, insurance actions and transactions regulated under the insurance code were expressly exempted from the Franchise Investment Protection Act. Because the action of terminating an insurance agent is generally regulated by the insurance code, the agent’s complaint was specifically exempted from the protections of the Franchise Investment Protection Act.

The decision is Noyes v. State Farm General Insurance Co., CCH Business Franchise Guide ¶14,133.

Rebranding of Nearby Gas Station Did Not Cause Antitrust Injury

This posting was written by Jeffrey May, Editor of CCH Trade Regulation Reporter.

A Mobil gasoline station in Detroit failed to identify an antitrust injury resulting from an alleged conspiracy between ExxonMobil and Michigan Fuels, Inc.—one of the oil company’s approved distributors—to rebrand a nearby gas station, the U.S. Court of Appeals in Cincinnati has ruled.

Summary judgment in favor of ExxonMobil and the defending distributor (2008-1 Trade Cases ¶76,144) was affirmed.

The complaining gas station entered into a sales agreement with ExxonMobil to purchase the station and entered into a Petroleum Marketing Practices Act (PMPA) motor fuels dealer franchise agreement with McPherson Oil Company, another approved ExxonMobil distributor. About a year later, ExxonMobil approved the rebranding of a nearby gas station as an Exxon-branded station to be supplied under a PMPA agreement with Michigan Fuels.

The owner of the complaining gas station contended that Michigan Fuels’ principal—who was a distant relative—pursued the rebranding of the nearby station to get back at him for selecting McPherson Oil as his distributor. The complaining gas station argued that the rebranding violated an unwritten policy of avoiding locating ExxonMobil stations within one mile of each other.

Antitrust Injury

Any loss of business resulting from the rebranding of the nearby station represented an injury to an individual competitor, the court noted. It did not amount to an antitrust injury. The complaining gas station failed to establish an injury to the market as a whole resulting from the purported conspiracy. Further, an adverse market-wide effect was not shown to have resulted from a restriction on the complaining gas station’s ability to purchase gasoline from another source.

Michigan Antitrust Reform Act

A monopolization claim under the Michigan Antitrust Reform Act was also rejected. ExxonMobil would not have monopolized the stretch of road in Detroit served by the complaining gasoline station by requiring the complaining firm to buy a minimum quantity of branded gasoline from its distributor.

Relevant markets were generally not limited to a single manufacturer’s products, but were composed of products that were reasonably interchangeable—i.e., gasoline rather than ExxonMobil-branded gasoline. Further, the complaining gasoline station offered no evidence that ExxonMobil had the power to exclude competition from the market for gasoline, the court explained.

Michigan Franchise Law

ExxonMobil’s failure to provide the gas station owner with presale disclosures regarding an exclusive territory did not violate the Michigan Franchise Investment Law, since no franchise agreement existed between the two parties, the court explained. The owner’s franchise relationship was with McPherson Oil Co., which was not a party to the action.

Moreover, the relationship between the owner and McPherson Oil was not a “franchise” within the Michigan law because the owner was not required to pay a “franchise fee” for the right to enter into the business. Absent the required payment of a franchise fee, the Franchise Investment Law—and its disclosure requirement—did not apply, the court observed.

The May 4 not-for-publication decision in Partner & Partner, Inc. v. ExxonMobil Oil Corp. appears at 2009-1 Trade Cases ¶76,600.