Chrysler Corporation v. United States, 316 U.S. 556 (1942)

Topics:  Chrysler Corporation

From the U.S. Government Printing Office via GPO Access
 
Case:   CHRYSLER CORPORATION V. U.S.

Case #: 316US556


NO. 1036.  ARGUED MAY 1, 4, 1942.  - DECIDED JUNE 1, 1942.  - AFFIRMED. 


A CORPORATION, SUED BY THE GOVERNMENT UNDER THE ANTI-TRUST LAW,
CONSENTED TO A RESTRAINING DECREE WHICH CONTAINED AN EXPRESS CONDITION
THAT THE DEFENDANT WOULD BE FREED FROM A PROVISION FORBIDDING FINANCIAL
DEALINGS WITH ANY FINANCE COMPANY IF, ON OR BEFORE A FUTURE DAY NAMED,
NO FINAL DECREE IMPOSING A SIMILAR RESTRAINT HAD BEEN ENTERED IN A LIKE
SUIT THEN PENDING IN ANOTHER DISTRICT COURT AGAINST ITS COMPETITOR. 
THE DECREE EXPRESSLY RESERVED IN THE COURT POWER TO MODIFY ITS
PROVISIONS.  HELD, THAT THE POWER WAS NOT ABUSED BY ORDERS POSTPONING
THE TIME FOR COMPLIANCE WITH THE CONDITION BECAUSE OF DELAYS IN THE
OTHER SUIT, SINCE THE BASIC PURPOSE OF THE CONSENT DECREE WAS TO HAVE
THE ULTIMATE RIGHTS OF THE PARTIES DETERMINED BY THE OTHER LITIGATION,
AND SINCE THE FUNCTION OF THE TIME LIMITATION WAS TO PROTECT THE
DEFENDANT FROM BEING PLACED AT A COMPETITIVE DISADVANTAGE THROUGH UNDUE
DELAY OF THAT LITIGATION ON THE PART OF THE GOVERNMENT, WHEREAS IT DID
NOT APPEAR THAT THE TIME EXTENSION HAD HAD THAT EFFECT, AND THERE WAS
EVIDENCE TO SUPPORT A FINDING THAT THE OTHER SUIT HAD BEEN PROSECUTED
DILIGENTLY.  P. 562. 

CHRYSLER CORPORATION ET AL. V. UNITED STATES. 

APPEAL FROM THE DISTRICT COURT OF THE UNITED STATES FOR THE NORTHERN
DISTRICT OF INDIANA. 

APPEAL FROM AN ORDER OF THE DISTRICT COURT MODIFYING A DECREE WHICH
HAD BEEN ENTERED BY CONSENT IN A PROSECUTION UNDER THE ANTI-TRUST LAW. 

MR. JUSTICE BYRNES DELIVERED THE OPINION OF THE COURT. 

ON MAY 27, 1938, AN INDICTMENT WAS RETURNED AGAINST APPELLANTS
(REFERRED TO HEREAFTER AS CHRYSLER) AND COMMERCIAL CREDIT COMPANY AND
CERTAIN SUBSIDIARIES OF THE LATTER IN THE DISTRICT COURT FOR THE
NORTHERN DISTRICT OF INDIANA.  TWO SIMILAR INDICTMENTS WERE RETURNED ON
THE SAME DAY, ONE AGAINST FORD MOTOR COMPANY AND CERTAIN FINANCE
COMPANIES AFFILIATED WITH IT, AND THE OTHER AGAINST GENERAL MOTORS
CORPORATION AND GENERAL MOTORS ACCEPTANCE CORPORATION, ITS SUBSIDIARY. 
THE GIST OF EACH OF THESE INDICTMENTS WAS THAT THE AUTOMOBILE
MANUFACTURER HAD COMBINED AND CONSPIRED WITH ITS AFFILIATED FINANCE
COMPANY OR COMPANIES TO RESTRAIN TRADE AND COMMERCE IN THE WHOLESALE
AND RETAIL SALE AND FINANCING OF ITS AUTOMOBILES, IN VIOLATION OF THE
SHERMAN ACT.  FN1 

DURING THE ENSUING MONTHS, CHRYSLER AND FORD REACHED AN AGREEMENT
WITH THE GOVERNMENT THAT THE INDICTMENTS AGAINST THEM WOULD BE QUASHED
AND CONSENT DECREES ENTERED.  CONSEQUENTLY, ON NOVEMBER 7, 1938, BILLS
OF EQUITY WERE FILED AGAINST CHRYSLER AND FORD, PRAYING FOR INJUNCTIONS
AGAINST THE ACTS COMPLAINED OF.  ANSWERS WERE FILED,  FN2  AND ON
NOVEMBER 15, 1938, THE CONSENT DECREES WERE ENTERED. 

THE LENGTHY DECREE AGAINST CHRYSLER NEED NOT BE DESCRIBED IN DETAIL. 
FN3  PARAGRAPH 6 IMPOSED NUMEROUS SPECIFIC RESTRAINTS UPON
DISCRIMINATORY PRACTICES BY CHRYSLER IN FAVOR OF COMMERCIAL CREDIT
COMPANY.  PARAGRAPH 7 IMPOSED CORRELATIVE RESTRAINTS UPON COMMERCIAL
CREDIT COMPANY IN ITS DEALINGS WITH CHRYSLER.  PARAGRAPH 12A CONTAINED
ALTERNATIVE PROVISIONS DEPENDING UPON THE OUTCOME OF THE THEN STILL
PENDING CRIMINAL PROCEEDINGS AGAINST GENERAL MOTORS.  IT PROVIDED:  (1)
THAT IF THOSE PROCEEDINGS SHOULD NOT RESULT IN CONVICTION, EVERY
PROVISION OF THIS CONSENT DECREE AGAINST CHRYSLER SHOULD BE SUSPENDED
UNTIL SUCH TIME AS A SUBSTANTIALLY IDENTICAL DECREE SHOULD BE OBTAINED
AGAINST GENERAL MOTORS; OR (2) THAT UPON CONVICTION OF GENERAL MOTORS
IN THE CRIMINAL PROCEEDINGS, OR UPON THE ENTRY OF A DECREE IN A CIVIL
ACTION AGAINST GENERAL MOTORS, OR UPON JANUARY 1, 1940 - WHICHEVER
SHOULD OCCUR FIRST - CHRYSLER SHOULD BE FREE OF ALL RESTRAINTS IMPOSED
BY PARAGRAPH 6, TO THE EXTENT THAT SUBSTANTIALLY IDENTICAL RESTRAINTS
HAD NOT BEEN IMPOSED UPON GENERAL MOTORS BY THE VERDICT OF GUILTY, OR
BY THE CIVIL DECREE, AND UNTIL SUCH RESTRAINTS WERE IMPOSED. 

THE QUESTION BEFORE US CONCERNS PARAGRAPH 12, WHICH IS SEPARATE AND
DISTINCT FROM PARAGRAPH 12A.  PARAGRAPH 12 FORBADE CHRYSLER TO "MAKE
ANY LOAN TO OR PURCHASE THE SECURITIES OF" COMMERCIAL CREDIT COMPANY OR
ANY OTHER CREDIT COMPANY.  IT THEN PROVIDED: 

"IT IS AN EXPRESS CONDITION OF THIS DECREE THAT NOTWITHSTANDING THE
PROVISIONS OF THE PRECEDING PARAGRAPH OF THIS PARAGRAPH 12 AND OF ANY
OTHER PROVISIONS OF THIS DECREE, IF AN EFFECTIVE FINAL ORDER OR DECREE
NOT SUBJECT TO FURTHER REVIEW SHALL NOT HAVE BEEN ENTERED ON OR BEFORE
JANUARY 1, 1941, REQUIRING GENERAL MOTORS CORPORATION PERMANENTLY TO
DIVEST ITSELF OF ALL OWNERSHIP AND CONTROL OF GENERAL MOTORS ACCEPTANCE
CORPORATION AND OF ALL INTEREST THEREIN, THEN AND IN THAT EVENT,
NOTHING IN THIS DECREE SHALL PRECLUDE THE MANUFACTURER (CHRYSLER) FROM
ACQUIRING AND RETAINING OWNERSHIP OF AND/OR CONTROL OVER OR INTEREST IN
ANY FINANCE COMPANY, OR FROM DEALING WITH SUCH FINANCE COMPANY AND WITH
THE DEALERS IN THE MANNER PROVIDED IN THIS DECREE OR IN ANY ORDER OR
MODIFICATION OR SUSPENSION THEREOF ENTERED PURSUANT TO PARAGRAPH 12A
..  "   ITALICS ADDED.  AFFILIATION BETWEEN CHRYSLER AND COMMERCIAL
CREDIT COMPANY, OR ANOTHER FINANCE COMPANY, WAS THUS SINGLED OUT FOR
SPECIAL TREATMENT IN PARAGRAPH 12.  THE VARIOUS RESTRAINTS IMPOSED BY
PARAGRAPHS 6 AND 7 WERE SUBJECT TO TERMINATION UPON THE CONTINGENCIES
DESCRIBED IN PARAGRAPH 12A, BUT THE PROHIBITION AGAINST AFFILIATION WAS
SUBJECT TO EXPIRATION UPON THE DISTINCT AND DIFFERENT CONTINGENCY
DESCRIBED IN PARAGRAPH 12, VIZ., THE ENTRY OF "AN EFFECTIVE FINAL ORDER
OR DECREE NOT SUBJECT TO FURTHER REVIEW  ..  ONN OR BEFORE JANUARY 1,
1941, REQUIRING GENERAL MOTORS CORPORATION PERMANENTLY TO DIVEST ITSELF
OF ALL OWNERSHIP AND CONTROL OF GENERAL MOTORS ACCEPTANCE CORPORATION
AND OF ALL INTEREST THEREIN  ..  "  

JURISDICTION OF THE CAUSE WAS RETAINED BY THE DISTRICT COURT, IN
PARAGRAPH 14, FOR THE PURPOSE OF ENABLING THE PARTIES TO APPLY AT ANY
TIME "FOR SUCH FURTHER ORDERS AND DIRECTIONS AS MAY BE NECESSARY OR
APPROPRIATE IN RELATION TO THE CONSTRUCTION OF OR CARRYING OUT OF THIS
DECREE" OR "FOR THE MODIFICATION THEREOF." 

THE CRIMINAL PROCEEDINGS AGAINST GENERAL MOTORS RESULTED IN
CONVICTION OF THE CORPORATION ON NOVEMBER 17, 1939.  GENERAL MOTORS
APPEALED TO THE CIRCUIT COURT OF APPEALS FOR THE SEVENTH CIRCUIT.  ON
MAY 1, 1941, THAT COURT AFFIRMED THE CONVICTION AND ON JULY 2, 1941,
DENIED REHEARING.  121 F.2D 376.  A PETITION FOR CERTIORARI WAS DENIED
ON OCTOBER 13, 1941, 314 U.S. 618.  A PETITION FOR REHEARING WAS DENIED
ON NOVEMBER 10, 1941, 314 U.S. 710. 

MEANTIME, A CIVIL SUIT FOR AN INJUNCTION HAD BEEN INSTITUTED BY THE
GOVERNMENT AGAINST GENERAL MOTORS ON OCTOBER 4, 1940 IN THE DISTRICT
COURT FOR THE NORTHERN DISTRICT OF ILLINOIS.  ON OCTOBER 26, 1940, THE
GOVERNMENT AGREED TO AN EXTENSION OF TIME TO ANSWER TO JANUARY 20,
1941.  THIS EXTENSION OF TIME RENDERED IT IMPOSSIBLE FOR THE GOVERNMENT
TO OBTAIN "AN EFFECTIVE FINAL ORDER OR DECREE" AGAINST GENERAL MOTORS
BEFORE JANUARY 1, 1941, AS REQUIRED BY PARAGRAPH 12 OF THE CONSENT
DECREE AGAINST CHRYSLER.  ACCORDINGLY, ON DECEMBER 17, 1940, THE
GOVERNMENT FILED A MOTION IN THE DISTRICT COURT IN INDIANA ASKING THAT
PARAGRAPH 12 OF THE CONSENT DECREE AGAINST CHRYSLER BE MODIFIED BY
SUBSTITUTING "JANUARY 1, 1942" FOR "JANUARY 1, 1941."  CHRYSLER OPPOSED
THIS MOTION, BUT ON DECEMBER 21, 1940 AN ORDER WAS ENTERED CHANGING THE
DATE AS REQUESTED.  CHRYSLER APPEALED TO THIS COURT FROM THE ORDER OF
MODIFICATION, BUT THE APPEAL WAS DISMISSED ON DECEMBER 8, 1941 FOR WANT
OF A QUORUM OF JUSTICES QUALIFIED TO SIT, 314 U.S. 583, AND ON JANUARY
5, 1942 REHEARING WAS DENIED, 314 U.S. 716. 

PURSUANT TO ADDITIONAL STIPULATIONS BETWEEN THE GOVERNMENT AND
GENERAL MOTORS, THE TIME TO ANSWER THE GOVERNMENT'S COMPLAINT IN THE
CIVIL SUIT IN THE ILLINOIS DISTRICT COURT WAS SUCCESSIVELY EXTENDED TO
JANUARY 27, 1941, TO MAY 1, 1941, TO JUNE 15, 1941, AND TO JUNE 21,
1941.  ON THE LATTER DATE, THE GOVERNMENT FILED AN AMENDED COMPLAINT. 
BY AGREEMENT, THE TIME IN WHICH TO ANSWER THIS AMENDED COMPLAINT WAS
EXTENDED TO JULY 15, 1941.  GENERAL MOTORS THEN SOUGHT A FURTHER
EXTENSION OF TIME TO ANSWER THE AMENDED COMPLAINT, URGING THAT THE
CIVIL SUIT SHOULD BE POSTPONED PENDING A FINAL DETERMINATION OF THE
CRIMINAL CASE AND THAT IT WAS ABOUT TO PETITION FOR A WRIT OF
CERTIORARI IN THE CRIMINAL CASE.  THE GOVERNMENT REFUSED TO AGREE TO AN
EXTENSION, STATING THAT ANY FURTHER DELAY MIGHT PREJUDICE THE
GOVERNMENT IN CONNECTION WITH ITS CONSENT DECREE AGAINST CHRYSLER.  THE
DISTRICT COURT NEVERTHELESS ENTERED AN ORDER FOR AN INDEFINITE
EXTENSION OF THE TIME IN WHICH GENERAL MOTORS MIGHT ANSWER THE AMENDED
COMPLAINT.  ON DECEMBER 1, 1941, THE GOVERNMENT MOVED THE DISTRICT
COURT TO SET A DAY CERTAIN BY WHICH GENERAL MOTORS WOULD BE REQUIRED TO
ANSWER AND OTHERWISE PLEAD.  IN THE MOTION AND IN AN ACCOMPANYING
AFFIDAVIT, THE GOVERNMENT EXPLAINED THE CONNECTION BETWEEN THE CONSENT
DECREE AGAINST CHRYSLER AND THE CIVIL SUIT AGAINST GENERAL MOTORS. 
AFTER A HEARING ON THE MOTION, THE DISTRICT COURT SET JANUARY 15, 1942,
AS THE DATE BY WHICH GENERAL MOTORS WOULD BE REQUIRED TO ANSWER. 

THE DATE FIXED BY THE LAST MENTIONED ORDER OF THE DISTRICT COURT IN
ILLINOIS IN THE SUIT AGAINST GENERAL MOTORS CREATED FURTHER DIFFICULTY
WITH RESPECT TO THE CONSENT DECREE IN THE CHRYSLER CASE IN THE DISTRICT
COURT OF INDIANA.  IT HAD NOW BECOME IMPOSSIBLE FOR THE GOVERNMENT TO
OBTAIN "AN EFFECTIVE FINAL ORDER OR DECREE" AGAINST GENERAL MOTORS,
WITHIN THE MEANING OF PARAGRAPH 12 OF THE CHRYSLER CONSENT DECREE,
PRIOR TO JANUARY 1, 1942.  ON DECEMBER 22, 1941, THEREFORE, THE
GOVERNMENT MOVED THE DISTRICT COURT IN INDIANA FOR A SECOND
MODIFICATION OF PARAGRAPH 12 OF THE CHRYSLER CONSENT DECREE BY
SUBSTITUTING "JANUARY 1, 1943" FOR "JANUARY 1, 1942."  IN ITS ANSWER
CHRYSLER OPPOSED THE MODIFICATION.  THE GOVERNMENT OFFERED IN EVIDENCE
A TRANSCRIPT OF THE PROCEEDINGS IN THE CIVIL SUIT AGAINST GENERAL
MOTORS.  HEARING ON THE MOTION WAS CONTINUED TO FEBRUARY 16, 1942.  ON
THAT DATE NO ADDITIONAL EVIDENCE WAS INTRODUCED, BUT ARGUMENT OF
COUNSEL WAS HEARD. 

THE DISTRICT COURT THEREUPON MADE THE FOLLOWING FINDINGS OF FACT:
(A) THAT THE DISTRICT COURT HAD SPECIFICALLY RETAINED JURISDICTION TO
MODIFY THE CONSENT DECREE; (B) THAT PARAGRAPH 12 WAS "FRAMED UPON THE
BASIS THAT THE ULTIMATE RIGHTS OF THE PARTIES THEREUNDER SHOULD BE
DETERMINED BY THE GOVERNMENT'S CIVIL ANTITRUST PROCEEDINGS AGAINST
GENERAL MOTORS CORPORATION AND AFFILIATED COMPANIES"; (C) THAT "TIME
WAS NOT OF THE ESSENCE WITH RESPECT TO LAPSE OF THE BAR AGAINST
AFFILIATION (BETWEEN CHRYSLER AND COMMERCIAL CREDIT COMPANY OR ANY
OTHER FINANCE COMPANY)"; (D) "THAT TO SAFEGUARD DEFENDANTS AGAINST
UNDUE DELAY IN SUCH PROCEEDINGS THE DECREE PROVIDED FOR SUSPENSION OF
CERTAIN OF ITS PROHIBITIONS IN THE EVENT CONVICTIONS WERE NOT OBTAINED
IN THE CRIMINAL CASE AGAINST GENERAL MOTORS CORPORATION BY JANUARY 1,
1940"; (E) "THAT THE DECREE PROVIDED FOR A TERMINATION OF THE BAR
AGAINST AFFILIATION, IF THE CIVIL PROCEEDINGS AGAINST GENERAL MOTORS
CORPORATION WERE NOT SUCCESSFULLY CONCLUDED BY A COURT OF LAST RESORT
BY JANUARY 1, 1941"; (F) THAT A CONVICTION HAD BEEN OBTAINED IN THE
CRIMINAL PROCEEDINGS AGAINST GENERAL MOTORS ON NOVEMBER 17, 1939; (G)
"THAT THE GOVERNMENT HAS PROCEEDED DILIGENTLY AND EXPEDITIOUSLY IN ITS
SUIT TO DIVORCE GENERAL MOTORS ACCEPTANCE CORPORATION FROM GENERAL
MOTORS CORPORATION"; AND (H) "THAT FURTHER EXTENSION OF THE BAR AGAINST
AFFILIATION WILL NOT IMPOSE A SERIOUS BURDEN UPON DEFENDANTS."  IT THEN
CONCLUDED AS A MATTER OF LAW "THAT THE PURPOSE AND INTENT OF THE DECREE
WILL BE CARRIED OUT IF CHRYSLER IS GIVEN THE OPPORTUNITY AT ANY FUTURE
TIME TO PROPOSE A PLAN FOR THE ACQUISITION OF A FINANCE COMPANY, AND TO
MAKE A SHOWING THAT SUCH PLAN IS NECESSARY TO PREVENT CHRYSLER
CORPORATION FROM BEING PUT AT A COMPETITIVE DISADVANTAGE DURING THE
PENDENCY OF COMPLAINANT'S CIVIL LITIGATION AGAINST GENERAL MOTORS
CORPORATION, ET AL." 

UPON THE BASIS OF THESE FINDINGS AND CONCLUSIONS, THE DISTRICT COURT
ENTERED AN ORDER MODIFYING PARAGRAPH 12 BY CHANGING THE DATE TO JANUARY
1, 1943, IN COMPLIANCE WITH THE GOVERNMENT'S MOTION.  THE CASE IS
BEFORE US ON DIRECT APPEAL FROM THIS ORDER.  15 U.S.C. SEC. 29, 28
U.S.C. SEC. 345. 

IT IS CLEAR THAT UNDER PARAGRAPH 14 OF THE ORIGINAL DECREE THE
DISTRICT COURT HAD JURISDICTION TO MODIFY IT.  THE QUESTION IS WHETHER
THE CHANGE IN DATE IN PARAGRAPH 12 AMOUNTED TO AN ABUSE OF THIS POWER
TO MODIFY.  WE THINK THAT THE TEST TO BE APPLIED IN ANSWERING THIS
QUESTION IS WHETHER THE CHANGE SERVED TO EFFECTUATE OR TO THWART THE
BASIC PURPOSE OF THE ORIGINAL CONSENT DECREE.  UNITED STATES V. SWIFT &
CO., 286 U.S. 106. 

THE TEXT OF THE DECREE ITSELF PLAINLY REVEALS THE NATURE OF THAT
PURPOSE.  IT WAS, AS STATED IN THE DISTRICT COURT'S FINDINGS, "THAT THE
ULTIMATE RIGHTS OF THE PARTIES THEREUNDER SHOULD BE DETERMINED BY THE
GOVERNMENT'S CIVIL ANTITRUST PROCEEDINGS AGAINST GENERAL MOTORS
CORPORATION AND AFFILIATED COMPANIES."  THE TIME LIMITATION WAS
INSERTED TO PROTECT CHRYSLER FROM BEING PLACED AT A COMPETITIVE
DISADVANTAGE IN THE EVENT THAT THE GOVERNMENT UNDULY DELAYED THE
INITIATION AND PROSECUTION OF THE GENERAL MOTORS INJUNCTIVE
PROCEEDINGS.  THE DISTRICT COURT FOUND "THAT THE GOVERNMENT HAS
PROCEEDED DILIGENTLY AND EXPEDITIOUSLY IN ITS SUIT TO DIVORCE GENERAL
MOTORS ACCEPTANCE CORPORATION FROM GENERAL MOTORS CORPORATION."  THERE
IS ROOM FOR ARGUMENT THAT THIS STATEMENT IS MARKEDLY GENEROUS TO THE
GOVERNMENT, INASMUCH AS THE CIVIL SUIT AGAINST GENERAL MOTORS WAS NOT
INSTITUTED UNTIL ALMOST TWO YEARS AFTER THE ENTRY OF THE CONSENT DECREE
AND ONLY THREE MONTHS PRIOR TO THE LIMITING DATE IN PARAGRAPH 12.  BUT
THE FINDING IS SUPPORTED BY SEVERAL CIRCUMSTANCES:  THE EXTENDED COURSE
OF THE APPEALS IN THE CRIMINAL PROCEEDINGS AGAINST GENERAL MOTORS, FOR
WHICH THE GOVERNMENT WAS NOT RESPONSIBLE; THE OBVIOUS BEARING OF THE
RESULTS IN THAT LITIGATION UPON THE METHOD OF HANDLING THE CIVIL
LITIGATION WITH GENERAL MOTORS; AND THE RULING OF THE DISTRICT COURT IN
ILLINOIS IN JULY, 1941, IN THE GENERAL MOTORS CIVIL ACTION,
INDEFINITELY EXTENDING THE TIME TO ANSWER DESPITE THE GOVERNMENT'S
OBJECTION, PRESUMABLY TO AWAIT THE FINAL DISPOSITION OF THE CRIMINAL
CASE.  IN VIEW OF THESE CONSIDERATIONS, THE FINDING OF THE COURT BELOW
WAS NOT UNREASONABLE, AND WE DO NOT THINK THAT THE GOVERNMENT LOST ITS
RIGHT TO SEEK A MODIFICATION OF THE DECREE.    THE CONTROLLING FACTOR
THUS BECOMES WHETHER THE EXTENSION OF THE BAN ON AFFILIATION CONTAINED
IN PARAGRAPH 12 PLACES CHRYSLER AT A COMPETITIVE DISADVANTAGE. 
CHRYSLER MADE NO SHOWING TO THAT EFFECT IN THE DISTRICT COURT.  THE
ORDER OF DECEMBER 21, 1941 SET THE HEARING FOR FEBRUARY 16, 1942, WITH
THE EXPLANATION THAT CHRYSLER HAD "REQUESTED A CONTINUANCE IN ORDER TO
PRODUCE FURTHER EVIDENCE."  BUT ON FEBRUARY 16 NO EVIDENCE WAS
FORTHCOMING.  THE RECORD THEREFORE REVEALS THAT CHRYSLER TERMINATED ITS
AFFILIATION WITH COMMERCIAL CREDIT IN 1938 BEFORE THE CONSENT DECREE
WAS ENTERED, AND DOES NOT REVEAL THAT IT HAS SINCE ASSERTED ANY DESIRE
OR INTENTION TO AFFILIATE WITH COMMERCIAL CREDIT OR WITH ANY OTHER
FINANCE COMPANY.  MOREOVER, WE CANNOT BE BLIND TO THE FACT THAT THE
COMPLETE CESSATION OF THE MANUFACTURE OF NEW AUTOMOBILES AND LIGHT
TRUCKS HAS DRASTICALLY MINIMIZED THE SIGNIFICANCE OF THE COMPETITIVE
FACTOR.  FN4  CONSEQUENTLY THERE IS NO WARRANT FOR DISTURBING THE
FINDING OF THE COURT BELOW "THAT FURTHER EXTENSION OF THE BAR AGAINST
AFFILIATION WILL NOT IMPOSE A SERIOUS BURDEN UPON DEFENDANTS."  IF
CHRYSLER DESIRES TO AFFILIATE WITH A FINANCE COMPANY AND FEELS THAT ITS
INABILITY TO DO SO PLACES IT AT A DISADVANTAGE WITH ITS COMPETITORS, IT
SHOULD MAKE SUCH A SHOWING TO THE DISTRICT COURT.  THAT COURT EXPRESSLY
DECLARED THAT CHRYSLER WAS FREE AT ANY TIME TO PROPOSE A PLAN FOR
AFFILIATION AND TO DEMONSTRATE THAT SUCH A PLAN IS NECESSARY TO AVOID
UNFAIRNESS.  AFFIRMED. 

FN1  26 STAT. 209, 15 U.S.C. SEC. 1. 

FN2  CHRYSLER'S ANSWER INCLUDED AN ALLEGATION THAT IT HAD COMPLETELY
TERMINATED ITS AFFILIATION WITH COMMERCIAL CREDIT COMPANY BY FEBRUARY,
1938. 

FN3  THE CONSENT DECREE AGAINST FORD IS SUBSTANTIALLY THE SAME. 

FN4  SEE THE ORDER OF JANUARY 21, 1942, OF THE DIRECTOR OF PRIORITIES
OF THE OFFICE OF PRODUCTION MANAGEMENT.  F.R. DOCS.  41-636, 42-637, 7
F.R. 473. 

MR. JUSTICE ROBERTS, MR. JUSTICE MURPHY AND MR. JUSTICE JACKSON TOOK
NO PART IN THE CONSIDERATION OR DECISION OF THIS CASE. 

MR. JUSTICE FRANKFURTER, DISSENTING: 

IN THE SPRING OF 1938 THE GOVERNMENT INSTITUTED CRIMINAL PROCEEDINGS
AGAINST THE THREE LEADING AUTOMOBILE MANUFACTURERS, CHRYSLER, FORD, AND
GENERAL MOTORS.  FOR PRESENT PURPOSES, FORD MAY BE DISREGARDED.  EACH
INDICTMENT CHARGED VIOLATION OF THE SHERMAN LAW ARISING OUT OF THE
MANUFACTURER'S AFFILIATION WITH A FINANCE COMPANY AND ITS EMPLOYMENT OF
CERTAIN TRADE PRACTICES.  CHRYSLER WAS PREPARED TO CONSENT TO A DECREE
PROHIBITING IT FROM AFFILIATION WITH ANY FINANCE COMPANY, IN ADDITION
TO ITS ACCEPTANCE OF RESTRAINTS AGAINST ALLEGED ILLEGAL TRADE
PRACTICES, PROVIDED, HOWEVER, THAT THE GOVERNMENT SUCCEEDED IN
OBTAINING SIMILAR RELIEF AGAINST GENERAL MOTORS.  THE PROBLEM BEFORE
THE NEGOTIATORS OF THE CONSENT DECREE WAS, THEREFORE, THAT OF
DETERMINING HOW LONG CHRYSLER SHOULD REMAIN SUBJECT TO THE RESTRAINTS
IMPOSED BY THE DECREE WHILE GENERAL MOTORS, CONTESTING THE CLAIMS OF
THE GOVERNMENT, REFUSED TO COME TO TERMS WITH IT AND PUT IT TO ITS
LAW.  AS THE GOVERNMENT RECOGNIZES IN ITS BRIEF HERE, CHRYSLER WAS
"ENTITLED TO PROTECTION AGAINST UNDUE DELAY IN THE PROSECUTION OF THE
PROCEEDINGS AGAINST GENERAL MOTORS."  WITH RESPECT TO THE PROHIBITION
AGAINST AFFILIATION, THE PROBLEM WAS SOLVED BY PROVIDING IN PARAGRAPH
12 THAT IF THE GOVERNMENT SHOULD NOT HAVE OBTAINED A FINAL DECREE
AGAINST GENERAL MOTORS BY JANUARY 1, 1941, REQUIRING GENERAL MOTORS TO
DIVEST ITSELF OF ALL INTEREST IN ITS AFFILIATED FINANCE COMPANY, THE
PROHIBITION AGAINST CHRYSLER WOULD CEASE.  THIS WAS MADE AN "EXPRESS
CONDITION" NOTWITHSTANDING ANY OTHER PROVISIONS IN THE DECREE.  FN1
OBVIOUSLY, IT WAS AN ESSENTIAL FEATURE OF THE CONSENT DECREE AGAINST
CHRYSLER THAT THE PROHIBITION OF AFFILIATION WITH THE FINANCE COMPANY
SHOULD RESULT IN THIS GREAT COMPETITIVE DISADVANTAGE ONLY LONG ENOUGH
TO ENABLE THE GOVERNMENT TO PRESS ITS CLAIM AGAINST GENERAL MOTORS TO
SUCCESSFUL CONCLUSION WITH ALL REASONABLE SPEED.  THE PARTIES MIGHT
HAVE REFRAINED FROM FIXING ANY DEFINITE PERIOD, LEAVING THE MATTER
WHOLLY FOR DETERMINATION IN THE FUTURE AND BY UNDEFINED STANDARDS OF
REASONABLENESS.  INSTEAD, THE GOVERNMENT CHOSE TO SPECIFY WITH
PARTICULARITY THE LENGTH OF THE PERIOD - MORE THAN TWO YEARS - IN WHICH
CHRYSLER WOULD BE REQUIRED TO BEAR COMPETITIVE HARDSHIPS RESULTING FROM
THE LACK OF THE SAME RESTRAINTS UPON GENERAL MOTORS. 

CONSIDERING THE SCOPE AND NATURE OF THE DECREE, THE INTERESTS, BOTH
PUBLIC AND PRIVATE, WITH WHICH IT WAS DEALING, AND ITS TECHNICAL
DRAFTSMANSHIP, THERE CAN BE NO DOUBT THAT THE PRECISE LIMITS OF
PARAGRAPH 12 WERE NOT CASUALLY OR CARELESSLY DEFINED.  OF COURSE, THE
DISTRICT COURT HAD THE POWER TO MODIFY THE CONSENT DECREE IN ORDER TO
EFFECTUATE ITS BASIC PURPOSES.  THE FACT THAT THE DECREE EMBODIED THE
AGREEMENT OF THE PARTIES NO MORE LIMITED THE POWER OF THE COURT THAN IF
IT HAD BEEN A CONTESTED DECREE.  SWIFT & CO. V. UNITED STATES, 276 U.S.
311; UNITED STATES V. SWIFT & CO., 286 U.S. 106, 114; UNITED STATES V.
INTERNATIONAL HARVESTER CO., 274 U.S. 693.  THE DECREE ITSELF CONTAINS
AN EXPRESS RECOGNITION OF THE COURT'S POWER OF MODIFICATION, BUT SUCH A
RESERVATION PLAINLY ADDED NOTHING TO THE DECREE AND SUBTRACTED NOTHING
FROM THE SIGNIFICANCE OF TERMS MADE AN EXPRESS CONDITION OF THE IMPOSED
RESTRAINT.  THE BURDEN WAS STILL, AS IT ALWAYS IS, ON THE MOVING PARTY
AND HERE IT WAS THE GOVERNMENT - TO SHOW THAT CIRCUMSTANCES JUSTIFIED
A CHANGE IN SUCH TERMS.  IN FACT, ON DECEMBER 17, 1940, WITHIN THREE
WEEKS OF THE EXPIRATION OF THE RESTRAINT AGAINST CHRYSLER, THE
GOVERNMENT SOUGHT FOR AN EXTENSION OF THAT RESTRAINT FOR ANOTHER YEAR
UPON THE GROUNDS THAT THE TIME "WAS BY MISTAKE OF THE PARTIES
UNDERESTIMATED."  THE EXTENSION WAS OPPOSED, BUT GRANTED BY THE
DISTRICT COURT.  AN APPEAL WAS BROUGHT HERE BUT WAS DISMISSED ON
DECEMBER 8, 1941, "FOR WANT OF A QUORUM OF JUSTICES QUALIFIED TO SIT." 
CHRYSLER CORPORATION V. UNITED STATES, 314 U.S. 583.  A WEEK LATER, THE
PRESENT PROCEEDINGS WERE BEGUN FOR A FURTHER EXTENSION.  THE EFFECT OF
THE MODIFICATION SOUGHT BY THE GOVERNMENT AND GRANTED BY THE COURT
BELOW WAS TO EXTEND UNTIL JANUARY 1, 1943, THE RESTRICTIONS UPON
CHRYSLER'S FREEDOM OF ACTION WHICH WERE NOT IMPOSED UPON ITS PRINCIPAL
RIVAL. 

IN ORDER TO JUSTIFY A MODIFICATION HAVING SUCH DRASTIC BUSINESS
CONSEQUENCES, IT WAS SURELY INCUMBENT UPON THE GOVERNMENT TO SHOW THAT
IT HAD PROCEEDED WITH ALL DELIBERATE SPEED AGAINST GENERAL MOTORS.  THE
RECORD REVEALS THAT NO SUCH SHOWING WAS MADE.  THE HISTORY OF THE
LITIGATION AGAINST GENERAL MOTORS PROVES THAT IT COULD NOT HAVE BEEN
MADE.  ALTHOUGH THE CONSENT DECREE AGAINST CHRYSLER WAS ENTERED ON
NOVEMBER 15, 1938, THE TRIAL IN THE CRIMINAL ACTION AGAINST GENERAL
MOTORS WAS NOT BEGUN UNTIL OCTOBER 9, 1939.  THIS TRIAL RESULTED IN A
CONVICTION AGAINST GENERAL MOTORS ON NOVEMBER 17, 1939.  SINCE THE
TRIAL JUDGE DID NOT INSTRUCT THE JURY THAT AFFILIATION AS SUCH WAS
UNLAWFUL, AND INDEED THE CONTRARY, THE CRIMINAL PROCEEDING COULD NO
LONGER BE CLAIMED TO CONTROL THE VALIDITY OF THE AFFILIATION PROHIBITED
BY PARAGRAPH 12 OF THE CHRYSLER DECREE.  CONSEQUENTLY, IT IS IRRELEVANT
THAT THE CRIMINAL PROCEEDINGS AGAINST GENERAL MOTORS WERE NOT FINALLY
CONCLUDED UNTIL THIS COURT DENIED CERTIORARI ON OCTOBER 13, 1941.  BUT,
IN ANY EVENT, THE CONTINGENCIES OF REVIEW OF A CRIMINAL CONVICTION DO
NOT JUSTIFY HOLDING IN ABEYANCE AN EQUITY SUIT, EVEN THOUGH IT CONCERNS
A RELATED ISSUE, WHEN THE DETERMINATION OF THAT EQUITY SUIT WITHIN A
TIME CERTAIN, TO WIT, JANUARY 1, 1941, EXPLICITLY DEFINED THE DURATION
OF THE RESTRAINT IMPOSED UPON CHRYSLER.  THE APPEAL OF THE CRIMINAL
CONVICTION AGAINST GENERAL MOTORS WAS AT LAST DISPOSED OF IN THE
CIRCUIT COURT OF APPEALS ON MAY 1, 1941.  121 F.2D 376.  BUT EVEN THEN
THE GOVERNMENT DID NOTHING TO PRESS THE EQUITY SUIT, INDEED IT PROMOTED
ITS FURTHER DELAY. 

IT WAS NOT UNTIL OCTOBER 4, 1940, THAT THE GOVERNMENT BROUGHT A CIVIL
SUIT IN EQUITY AGAINST GENERAL MOTORS.  THIS WAS ALMOST TWO YEARS AFTER
THE ENTRY OF THE DECREE AGAINST CHRYSLER, AND, PERHAPS MORE IMPORTANT,
LESS THAN THREE MONTHS BEFORE THE DATE UPON WHICH THE BAR AGAINST
CHRYSLER WAS TO BE LIFTED.  HERE AGAIN THE RECORD CONTAINS NOTHING TO
EXPLAIN THIS PERIOD OF INACTION, WHEN, BY THE EXPRESS TERMS OF THE
DECREE, THE DUTY OF ACTION WAS LAID UPON THE GOVERNMENT AND THE RESULT
OF SUCH ACTION WAS OF OBVIOUS BUSINESS IMPORTANCE TO THE STATUS OF
CHRYSLER UNDER ITS DECREE.  NOR DOES THE RECORD SHOW THAT THE
GOVERNMENT UNDERTOOK TO PREVENT ANY UNTOWARD DELAYS IN THE
DETERMINATION OF THE GENERAL MOTORS CIVIL SUIT.  ON THE CONTRARY, NO
LESS THAN SIX TIMES DID THE GOVERNMENT AGREE TO EXTENSIONS OF THE TIME
WITHIN WHICH GENERAL MOTORS SHOULD PLEAD.  ON OCTOBER 26, 1940, THE
GOVERNMENT ACQUIESCED IN AN EXTENSION TO JANUARY 20, 1941; ON JANUARY
16, 1941, IN AN EXTENSION TO JANUARY 27, 1941; ON JANUARY 24, 1941, IN
AN EXTENSION OF MORE THAN THREE MONTHS, TO MAY 1, 1941; ON APRIL 21,
1941, IN A FURTHER EXTENSION TO JUNE 15, 1941; AND ON JUNE 13, 1941, IN
AN ADDITIONAL EXTENSION TO JUNE 21, 1941.  ON THAT DATE, THE GOVERNMENT
FILED AN AMENDED COMPLAINT, AND ON JUNE 28, 1941, IT AGREED TO A
FURTHER EXTENSION TO JULY 15, 1941.  ON THE LATTER DATE, GENERAL MOTORS
REQUESTED THE COURT THAT IT BE GIVEN A FURTHER EXTENSION; THE REQUEST
RECITED THE GOVERNMENT'S OPPOSITION TO THE MOTION BECAUSE OF ITS EFFECT
UPON THE CHRYSLER DECREE.  THE COURT NEVERTHELESS GRANTED GENERAL
MOTORS AN INDEFINITE EXTENSION.  ON NOVEMBER 29, 1941, THE GOVERNMENT
FOR THE FIRST TIME MOVED THAT GENERAL MOTORS BE REQUIRED TO FILE AN
ANSWER OR OTHER PLEADING.  IN RESPONSE TO THIS MOTION, THE COURT
ORDERED THAT GENERAL MOTORS FILE A PLEADING BY JANUARY 15, 1942. 

THIS IS THE BACKGROUND OF FACT IN THE LIGHT OF WHICH THE DISTRICT
COURT WAS REQUIRED TO JUDGE WHETHER THE GOVERNMENT WAS EQUITABLY
ENTITLED TO IMPOSE UPON CHRYSLER FOR A FURTHER PERIOD THE CURTAILMENT
OF ITS FREEDOM OF ACTION EMBODIED IN THE CONSENT DECREE.  RELEVANT TO
ITS DETERMINATION, ALSO, WAS THE FACT THAT PARAGRAPH 12 PROVIDED ONLY
THAT, IF THE GOVERNMENT DID NOT OBTAIN A FINAL ORDER OF DIVORCEMENT
AGAINST GENERAL MOTORS BY JANUARY 1, 1941, THEN NOTHING IN THE DECREE
AGAINST CHRYSLER WOULD PROHIBIT THE LATTER FROM AFFILIATING WITH A
FINANCE COMPANY.  NOTHING IN PARAGRAPH 12 GAVE, OR EVEN PURPORTED TO
GIVE, CHRYSLER ANY IMMUNITY FROM THE ANTITRUST LAWS AFTER JANUARY 1,
1941.  THEREFORE, IF THE DECREE WERE NOT MODIFIED, IT WOULD NOT MEAN
THAT THE GOVERNMENT WOULD BE POWERLESS TO PROCEED AGAINST CHRYSLER IF
THE LATTER RESUMED THE ACTIVITIES FORBIDDEN BY THE DECREE.  THE
GOVERNMENT WOULD STILL BE FREE TO TAKE ANY ACTION IT MIGHT HAVE TAKEN
BEFORE CHRYSLER CONSENTED TO THE DECREE AGAINST IT. 

A COURT OF EQUITY IS NOT JUST AN UMPIRE BETWEEN TWO LITIGANTS.  IN A
VERY SPECIAL SENSE, THE PUBLIC INTEREST IS IN ITS KEEPING AS THE
CONSCIENCE OF THE LAW.  THE CIRCUMSTANCE THAT ONE OF THE PARTIES IS THE
GOVERNMENT DOES NOT IN ITSELF MEAN THAT THE INTEREST WHICH IT ASSERTS
DEFINES AND COMPREHENDS THE PUBLIC INTEREST WHICH THE COURT MUST
VINDICATE.  A MODIFICATION OF A DECREE REQUESTED BY THE GOVERNMENT IS
NOT IPSO FACTO A MODIFICATION WARRANTED BY CONSIDERATIONS WHICH CONTROL
EQUITY.  REGARD FOR THE PROPER ADMINISTRATION OF JUSTICE, WHICH MAKES
DETERMINATIONS DEPEND UPON PROOF AND NOT UPON UNSUPPORTED ASSERTIONS OF
ONE OF THE LITIGANTS, IS A VITAL ASPECT OF THE PUBLIC INTEREST.  THE
BURDEN OBVIOUSLY RESTED UPON THE GOVERNMENT TO SHOW GOOD CAUSE FOR
DISREGARDING AN EXPRESS PROVISION IN A CAREFULLY FRAMED DECREE, AND
EXTENDING TO TWICE ITS ORIGINAL DURATION THE PERIOD OF RESTRAINT
AGAINST CHRYSLER.  SO TO ENLARGE THE BURDEN OF THE DECREE WITHOUT ANY
SUCH SHOWING BY THE GOVERNMENT IS A ONE-SIDED RESTRICTION OF CHRYSLER'S
FREEDOM OF ACTION, AT LEAST OF ITS RIGHT TO PROVE THAT THE RESTRICTED
ACTION IS INNOCENT.  INSTEAD OF EXACTING SUCH PROOF FROM THE
GOVERNMENT, THE DISTRICT COURT CAST UPON CHRYSLER THE DUTY OF SHOWING
THAT IT WOULD NOT BE PREJUDICED IF THE FETTERS REMAINED AFTER THE
PERIOD FIXED BY THE DECREE.  HE WHO SEEKS RELIEF FROM EQUITY HAS THE
BURDEN OF SHOWING THAT HE IS ENTITLED TO IT.  IT IS UNFAIR TO CAST UPON
CHRYSLER THE BURDEN OF PROVING THAT IT WOULD NOT BE HARMED IF THE
GOVERNMENT GOT WHAT IT WANTED.  AS A PRACTICAL BUSINESS MATTER,
CHRYSLER IS NOT STANDING ON AN ABSTRACT RIGHT TO DEVISE MEANS OF
FINANCING ITS SALES SIMPLY BECAUSE IT IS NOT READY TODAY WITH
ARRANGEMENTS FOR A FINANCIAL CORPORATION, AND THE WAR PRECLUDES THEM. 
SUCH ARRANGEMENTS CANNOT BE DEVISED OVERNIGHT.  IT MAY WELL TAKE A YEAR
TO GET THEM UNDER WAY. 

CONSIDERING, ON THE ONE HAND, THE DRASTIC ECONOMIC DISADVANTAGE TO
WHICH CHRYSLER IS PUT, IN BEING SUBJECTED TO THE HAZARD OF CONTEMPT
PROCEEDINGS IF IT TAKES ANY STEPS TOWARD PREPARING FOR AFFILIATION IN
THE FUTURE, AND, ON THE OTHER HAND, THE FAILURE OF THE GOVERNMENT TO
EXPLAIN THE APPARENT LACK OF DILIGENCE IN PROSECUTING THE PROCEEDINGS
AGAINST GENERAL MOTORS AND TO SHOW THAT THE MODIFICATION WAS NECESSARY
TO ACHIEVE THE PURPOSES OF THE CONSENT DECREE, I AM BOUND TO CONCLUDE
THAT THE ORDER OF THE DISTRICT COURT, UNEXPLAINED BY ANY OPINION, WAS
NOT WITHIN THE PROPER LIMITS OF ITS DISCRETION. 

FN1  THE FULL TEXT OF PARAGRAPH 12 IS AS FOLLOWS: 

"THE RESPONDENT FINANCE COMPANY SHALL NOT PAY TO ANY AUTOMOBILE
MANUFACTURING COMPANY AND THE MANUFACTURER SHALL NOT OBTAIN FROM ANY
FINANCE COMPANY ANY MONEY OR OTHER THING OF VALUE AS A BONUS OR
COMMISSION ON ACCOUNT OF RETAIL TIME SALES PAPER ACQUIRED BY THE
FINANCE COMPANY FROM DEALERS OF THE MANUFACTURER.  THE MANUFACTURER
SHALL NOT MAKE ANY LOAN TO OR PURCHASE THE SECURITIES OF RESPONDENT
FINANCE COMPANY OR ANY OTHER FINANCE COMPANY, AND IF IT SHALL PAY ANY
MONEY TO RESPONDENT FINANCE COMPANY OR ANY OTHER FINANCE COMPANY WITH
THE PURPOSE OR EFFECT OF INDUCING OR ENABLING SUCH FINANCE COMPANY TO
OFFER TO THE DEALERS OF THE MANUFACTURER A LOWER FINANCE CHARGE THAN IT
WOULD OFFER IN THE ABSENCE OF SUCH PAYMENT, IT SHALL OFFER IN WRITING
TO MAKE, AND IF SUCH OFFER IS ACCEPTED IT SHALL MAKE, PAYMENT UPON
SUBSTANTIALLY SIMILAR BASES, TERMS AND CONDITIONS TO EVERY OTHER
FINANCE COMPANY OFFERING SUCH LOWER FINANCE CHARGE; PROVIDED, HOWEVER,
THAT NOTHING IN THIS PARAGRAPH CONTAINED SHALL BE CONSTRUED TO PROHIBIT
THE MANUFACTURER FROM ACQUIRING NOTES, BONDS, COMMERCIAL PAPER, OR
OTHER EVIDENCE OF INDEBTEDNESS OF RESPONDENT FINANCE COMPANY OR ANY
OTHER FINANCE COMPANY IN THE OPEN MARKET.    "IT IS AN EXPRESS
CONDITION OF THIS DECREE THAT NOTWITHSTANDING THE PROVISIONS OF THE
PRECEDING PARAGRAPH OF THIS PARAGRAPH 12 AND OF ANY OTHER PROVISIONS OF
THIS DECREE, IF AN EFFECTIVE FINAL ORDER OR DECREE NOT SUBJECT TO
FURTHER REVIEW SHALL NOT HAVE BEEN ENTERED ON OR BEFORE JANUARY 1,
1941, REQUIRING GENERAL MOTORS CORPORATION PERMANENTLY TO DIVEST ITSELF
OF ALL OWNERSHIP AND CONTROL OF GENERAL MOTORS ACCEPTANCE CORPORATION
AND OF ALL INTEREST THEREIN, THEN AND IN THAT EVENT, NOTHING IN THIS
DECREE SHALL PRECLUDE THE MANUFACTURER FROM ACQUIRING AND RETAINING
OWNERSHIP OF AND/OR CONTROL OVER OR INTEREST IN ANY FINANCE COMPANY, OR
FROM DEALING WITH SUCH FINANCE COMPANY AND WITH THE DEALERS IN THE
MANNER PROVIDED IN THIS DECREE OR IN ANY ORDER OF MODIFICATION OR
SUSPENSION THEREOF ENTERED PURSUANT TO PARAGRAPH 12A.  THE COURT, UPON
APPLICATION OF THE RESPONDENTS OR ANY OF THEM, WILL ENTER AN ORDER OR
DECREE TO THAT EFFECT AT THE FOOT OF THIS DECREE, AND THE RIGHT OF ANY
RESPONDENT HEREIN TO MAKE THE APPLICATION AND TO OBTAIN SUCH ORDER OR
DECREE IS EXPRESSLY CONCEDED AND GRANTED." 

MR. JUSTICE REED JOINS IN THIS DISSENT.