let us go into that. That is a good joke. Ask Schwab about that.

Mr. YOUNG. One gentleman expressed it in this way: He said that these gentlemen who organized the Steel Corporation were about to make a very fine plum pudding, and that they ascertained that Mr. Carnegie had all the plums. [Laughter.]

Mr. CARNEGIE. Gentlemen, it is a great pity that they approached me and asked if I would retire from business.

I had formed my career, and laid down the law to myself that I would not spend my old age in accumulating more dollars. I showed that when we got the offer of $320,000,000 for our property, and when Mr. Schwab came and sat down and showed me what he thought I could get, I said: "Schwab, it is just as my partners say. That is entirely satisfactory to me. It is all the money I ever want to make."

I did not realize then so fully that it takes a great deal more anxious thought and labor to distribute money wisely than it ever did to me to make it.

I do not like to be called a philanthropist. That means a man, usually, with more money than brains.

You can do more harm distributing money unwisely, and do more to pauperize people than you can do good, almost, in trying to assist them.

CHAPTER VII

FACTORS' AGREEMENTS

NOTE

THE general aim and purpose of factors' agreements is too well known to require any extended consideration by the editor. They may like pools be established with a variety of purposes in view. Primarily their object is to fix prices. But they may be readily used to suppress competition by requiring that the factor shall not deal in the goods of a competitor. Other objects may come within the scope of the agreement as is shown by the exhibits following. The Dr. Miles Medical Company decision, excerpts of which have been made a part of this chapter, dealt a severe blow to the factors' agreement. Hereafter it will probably prove a somewhat emasculated device for the furtherance of combination and consolidation, and the limitation of competition.-Ed.

This agreement made this......day of......one thousand eight hundred and eighty-seven, between... ...of the city of State of. party of the first part, and the Table and Stair Oil-cloth Association, party of the second part, witnesseth: First. That the party of the first part will, during the continuance of this agreement, on or before the tenth day of each cal⚫endar month, and beginning on the 10th day of July, 1887, make and render to the commissioner of the party of the second part an accurate statement of all goods of......own manufacture, of the character specified in schedules "A and B", hereto annexed, sold and shipped by the party of the first part during the preceding month, which statement shall contain the names of the persons to

1 Report of the Senate Committee on General Laws on Investigation relative to Trusts, N. Y. Senate Document, No. 50, 1888, pp. 609-617.

whom the sales were made, and the amount of each kind of goods sold to each purchaser; such statement shall be verified by the oath or affirmation........of the party of the first part, and some employe of......having knowledge of the facts, and there shall be incorporated in such verification a statement that the party of the first part has not made any sales at lower prices or on better terms than those permitted by this agreement. Such statement and verification shall be made on blank forms to be furnished by the party of the second part, and shall conform to the requirements ot such blanks.

Second. That on or before the fifteenth day of June in each year, the party of the first part will pay to the party of the second part twenty-five cents for each and every piece of goods of... . . . own manufacture, except goods specified in schedule "C", hereto annexed, sold by......during the preceding six calendar months, and on the fifteenth day of December in each year twenty-five cents for each and every piece of goods of.. own manufacture, except goods specified in said schedule "C", sold by......during the preceding six calendar months. But it is expressly understood and agreed between the parties hereto that if any dividend or debt duly audited shall be payable from the party of the second part to the party of the first part, the amount thereof shall be offset against the payment above provided for and that, if after such offset, there shall be a difference in favor of one party as against the other, only such difference shall be paid in cash. For the purposes of this section, forty-eight yards in length of shelf oil-cloth, and thirty-six yards in length of stair oil-cloth, and twelve yards in length of table oil-cloth shall constitute a piece.

Third. The party of the first part further agrees that... ... will keep full, true and accurate books of account of all goods of the character specified in said schedules "A", "B", and "C", and of all such goods sold and delivered by......during the continuance of this agreement, including the prices and terms of such sales, and that...... will at all times permit the commissioner of the party of the second part, to have access to such accounts and to all mercantile books and papers, relating to this business of the party of the first part, for the purpose of comparing such books and papers with the reports or statements made by the party of the first part to said commissioner, or for the purpose of discovering whether the party of the first part has violated or evaded any of the covenants, 1 Thus in original.-Ed.

terms or conditions hereinbefore or hereinafter contained, and that......will allow such commissioner to make extracts from such books and papers for the purpose above specified. And the party of the first part further agrees that........ will at any time, when so requested give such commissioner full and accurate information relating to the sale of goods, and that...........will permit and direct........employes to give said commissioner every assistance and information in any examination instituted by the said commissioner for the foregoing purpose, and that. . . . . . . . . .and.. . . . .

.employes will answer under oath, if said commissioner so requests, any questions put to..........and... ... regarding any alleged violation of this agreement or any similar agreement which the party of the second part may have with other parties.

Fourth. The party of the first part further agrees that....will not during the continuance of this agreement sell any goods of the kinds specified in schedules "A", "B" and "C", hereto annexed at lower prices than may from time to time be fixed by the party of the second part.

For the present those prices are fixed in accordance with schedules "A", "B" and "C", but such prices may from time to time be changed by the party of the second part, and the party of the first part agrees that on receiving notice personally or by mail or telegram of such changes will forthwith advance prices to conform to any advance made by such changes.

Fifth. But it is understood that the party of the first part shall be at liberty to promise the following rebates to be paid at the time and in the manner hereinafter provided:

To purchasers buying in any one season from members of the Table and Stair Oil Cloth Association, 250 pieces or over of table oil-cloth, a rebate of fifteen per cent.

To those buying in any one season 500 pieces or over of table oil cloth a rebate of seventeen and one-half per cent.

To those buying in any one season 100 pieces or over of shelf goods of twelve yards each, a rebate of fifteen per cent.

To those buying in any one season 250 pieces or over of shelf goods of twelve yards each, a rebate of seventeen and one-half per

cent.

To those buying in any one season twenty-five pieces of stair oilcloth, a rebate of ten per cent.

To those buying in any one season fifty pieces of stair oil-cloth, a rebate of fifteen per cent.

To those buying in any one season 100 pieces of stair oil-cloth, a rebate of seventeen and one-half per cent.

But it is understaod1 that pieces of stair oil-cloth shall not average less than sixty yards to the piece.

Sixth. That no allowance to any purchaser for damaged goods or for goods returned or for any other reason shall be made except, by the consent of the commissioner of the party of the second part. Seventh. But it is expressly agreed by the party of the first part that.... will not promise such rebate to any purchaser who does not expressly agree that....will not sell any goods of the character specified in Schedule "A", whether manufactured by the members of the party of the second part or others, at lower prices or on better terms than those fixed by said schedules as the same now stands or as they may hereafter be amended; and upon the express condition that such rebate shall only be paid in case the purchaser has maintained such prices and terms, and upon the further condition that the commissioner of the party of the second part shall have the sole power to determine whether such purchaser has violated such agreement.

Eighth. And the party of the first part further agrees that if any purchaser of the goods named in Schedules "A" "B" and "C" shall sell such goods at less prices and on better terms than those from time to time prescribed by the party of the second part, or shall supply goods to any one selling below such prices and terms after receiving notice from the said commissioner requesting him not to supply such persons with goods, the party of the first part will immediately on receiving notice that such purchaser has sold goods at less than the prices and terms fixed by the association, or has supplied goods to others not maintaining the prices, and terms fixed by this association, cease selling goods to such purchaser, and will cancel any unfilled orders given by such purchaser.

Ninth. And the party of the first part further agrees that in case ....shall be notified by the commissioner of the party of the second part that any purchaser has violated such agreement,.... will not, directly or indirectly, pay such purchaser the rebate to which he would otherwise be entitled; and that after the receipt from said commissioner of such notification,.... will not sell such purchaser any goods at lower prices than full list prices, cash on delivery, without discount; and that.... will not thereafter offer, or promise, or pay such purchaser any rebate whatever on goods bought by him, 1 Thus in original.-Ed.