Minneapolis & St. L. Ry. Co. v. United States, 361 U.S. 173 (1959)
Minneapolis & St. Louis Railway Co. v. United States
No. 12
Argued November 16-17, 1959
Decided December 14, 1959 *
361 U.S. 173
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MINNESOTA
Syllabus
Under § 5(2) of the Interstate Commerce Act, the Commission was confronted with rival applications by several railroads for authority to acquire control of the Toledo, Peoria & Western Railroad, an independent, short-line, "bridge carrier" of through east-west traffic bypassing the congested Chicago and St. Louis gateways and connecting with 16 other railroads. After extended hearings, the Commission found that the plan for joint control of Western by the Santa Fe and Pennsylvania Railroads contemplated that Western would continue to be operated as a separate and independent carrier with responsible local management, and that all existing routes via Western would be maintained and kept open without discrimination between connecting lines of railroads; but that the plan of the Minneapolis & St. Louis Railroad to acquire sole control of Western contemplated its disappearance as an independent and neutral connection for 15 other carriers, that it would be extremely harmful to other carriers, and that it would result in termination of the employment of most of Western’s 24 executives and 225 other employees. The Commission concluded that the acquisition and plan of operation by the Santa Fe and Pennsylvania, subject to stated conditions, was within the scope of § 5(2) of the Act, that the proposed terms and conditions were just and reasonable, and that the transaction would be consistent with the public interest. It therefore approved the Santa Fe-Pennsylvania application, dismissed the Minneapolis application, and denied applications by several intervening railroads for permission to participate in the acquisition of Western’s stock. The District Court sustained the Commission’s order.
Held: the judgment is affirmed. Pp. 176-194.
1. The record shows that the Commission’s finding that continued operation of Western as a "separate and independent carrier" was required by the "public interest" did not deprive the Minneapolis & St. Louis Railroad of "fair comparative consideration" and that it was made after full and fair consideration, and the District Court did not err in so holding. Pp. 184-185.
2. Notwithstanding appellants’ contention that acquisition of Western by Santa Fe and Pennsylvania would create a combination in restraint of commerce in violation of § 1 of the Sherman Act and would lessen competition or tend to create a monopoly in violation of § 7 of the Clayton Act, the record shows that the Commission fully estimated the scope and appraised the effects of any resulting curtailment of competition, and concluded that the proposed acquisition and plan of operation would not result in any significant lessening of competition, and this determination rests upon adequate findings, supported by substantial evidence, and is well within the limits of the Commission’s discretion under the Act. Pp. 185-189.
(a) Although § 5(11) does not authorize the Commission to "ignore" the antitrust laws, it does authorize the Commission to approve acquisitions which might otherwise violate the antitrust laws if it finds that such acquisitions are in the public interest, and, upon approval of the acquisitions by the Commission, it relieves the acquiring carriers from the operation of the antitrust laws. Pp. 185-187.
(b) As respects railroad acquisitions, the Commission is not so bound by the antitrust laws that it must permit them to overbear what it finds to be in the public interest, and the wisdom and experience of the Commission, not of the courts, must determine whether the proposed acquisition is in the public interest. Pp. 187-188.
(c) The Commission gave extensive consideration to this contention of appellants and determined that the acquisition of Western by Santa Fe and Pennsylvania and their plan of operation of Western would not result in any significant lessening of competition, and that determination was based upon adequate findings, supported by substantial evidence, and was well within the limits of the Commission’s discretion under the Act. Pp. 188-189.
3. Notwithstanding appellants’ contention that Pennsylvania actually contracted to purchase 50% of Western’s stock from a trust company which had four common directors with Pennsylvania, and that such purchase would violate § 10 of the Clayton Act, the Commission’s action in approving Pennsylvania’s acquisition of the stock, after fully considering all factors bearing thereon, did not exceed the statutory limits of the Commission’s discretion. Pp. 189-191.
4. Whether or not § 5(11) operates only in futuro is immaterial in this case, since the existing contractual arrangements through which Pennsylvania asked authority to acquire 50% of Western’s stock looked entirely to the future. Pp. 191-192.
5. Notwithstanding appellants’ contention that the Commission violated § 8(b) of the Administrative Procedure Act by failing to make findings which, they think, were compelled by the evidence, the record discloses that the Commission made adequate subsidiary findings upon all material issues, and made the ultimate findings required by § 5(2), that they support the Commission’s order, and that they are, in turn, supported by substantial evidence. Pp. 192-194.
6. The District Court fairly considered and decided all of the issues raised by appellants, accorded to them a full and fair judicial review, and reached a right result. P. 194.
165 F.Supp. 893, affirmed.