Perkins v. Standard Oil of California

PETITIONER: Perkins
RESPONDENT: Standard Oil of California
LOCATION: Circuit Court of Somerset County

DOCKET NO.: 624
DECIDED BY: Warren Court (1969)
LOWER COURT: United States Court of Appeals for the Ninth Circuit

CITATION: 395 US 642 (1969)
ARGUED: Apr 22, 1969 / Apr 23, 1969
DECIDED: Jun 16, 1969

Facts of the case

Question

Media for Perkins v. Standard Oil of California

Audio Transcription for Oral Argument - April 22, 1969 in Perkins v. Standard Oil of California

Audio Transcription for Oral Argument - April 23, 1969 in Perkins v. Standard Oil of California

Earl Warren:

Perkins versus Standard Oil Company of California.

Mr. MacLaury, you may continue.

Richard J. Maclaury:

Mr. Chief Justice, may it please the Court.

I'd like to return for a moment to the question Mr. Justice Douglas asked yesterday and the suggestion that there must have been a control by Western over Regal because of Western's 55% stock interest in Regal and my response to Mr. Justice Douglas' question was that although Western was in a position to control Regal, there was no evidence that there was in fact control.

I'd like to add and answer to this morning and say that I think it will be recognized that Western as a majority stockholder in Regal had an obligation to the minority stockholders in Regal and it was Western's obligation as a majority stockholder to honor its obligations to the minority and to see that Regal could resell its gasoline at a price that would return to Regal a normal profit.

In other words, that the majority in Western had an obligation to refrain from dealing with Regal and controlling Regal to the point that Regal would operate at a loss.

Now, the fact is that Western paid Signal slightly higher or approximately the same prices towards gasoline that Perkins paid Standard.

Now, Signal owned a majority interest in Western and was obligated to treat the minority interest in Western fairly and to refrain from compelling Western to operate at a loss, or to sell at a loss to Regal.

Beyond this, the fact of the matter was that the minority stockholders in Western were actually the controlling officers and control the operations of Western and they were in a very good position to see that their own interests were properly taken care of.

Byron R. White:

Well, whether there was control or not, I suppose Signal's lower price was either passed on Western, and if it wasn't passed on, I suppose the Perkins case gets much covered, doesn't it.

Richard J. Maclaury:

It certainly does, yes.

Byron R. White:

But was that issue put to the jury?

Didn't that have to if the jury -- I suppose on one theory of the case, the jury would have had to have found that it was passed on.

Richard J. Maclaury:

No, I do not believe so, --

Byron R. White:

Well, they --

Richard J. Maclaury:

-- Your Honor.

Byron R. White:

-- came out with the verdict of Perkins.

Richard J. Maclaury:

Yes, they did.

I'd like to step back a moment and say this that the respondents asked that this question of passing on be put to the jury.

The Court refused to do that and I might say there that on page 5 of our brief, --

Byron R. White:

Well, this -- let me put and ask something else.

If it was passed on a regular basis, that doesn't really make much difference about control, does it?

Richard J. Maclaury:

No.

Byron R. White:

And if it wasn't passed on, it doesn't make any make difference about the petroleum.

Richard J. Maclaury:

I think that's correct.

And the fact of the matter is that there's no dispute between petitioners and respondents as to the price that Western paid for its gasoline.

That evidence was put in on the basis of invoices.

The invoices of Signal oil and gas to Western and there was no conflict in it and that that evidence, that invoice evidence is summarize in the footnote at page 22 of our brief.

And it shows that for virtually all of the time, Western paid a higher price for gasoline than Perkins.

Byron R. White:

But how come does Regal get off with selling at such a low price?