Thirty-third. It is mutually agreed between the parties hereto that the commissioner of the party of the second part shall decide any questions which may arise as to the meaning, construction, or interpretation of this agreement or any part thereof, and that his decision shall be final and conclusive upon both the parties hereto, both as to the questions of law and fact.

Thirty-fourth. It is further agreed between the parties hereto that if the party of the first part is accused of any violation of this agreement such accusation shall be referred to said commissioner, whose decision, subject only to the conditions imposed by the bylaws of the party of the second part, shall be final and conclusive upon both the parties hereto, both as to law and fact.

Thirty-fifth. Whenever the word "goods" occurs in this agreement, it shall be construed to mean and include only table, stair, shelf, and enameled oil-cloths.

Thirty-sixth. That as to making the reports, statements and payments required by this agreement, this agreement shall continue in force up to and including the fifteenth day of June, 1888, and as to other matters up to and including the thirty-first of May, 1888. In witness whereof, the party of the first part hath hereunto and the party of the second part hath caused these presents to be signed by its president.

set....

EXHIBIT 2

AMERICAN TOBACCO COMPANY 1

P. O. Box 2591.

New York, October 1, 1895.

Dear Sir. We will be glad to consign to you for sale, on commission, our various brands of cigarettes, such cigarettes to be sent by us, and received, sold and accounted for by you, upon terms and conditions as follows, namely:

First. All cigarettes which we may send to you, you are to sell to the retail trade only for retail purposes; you are to sell none to other than retail dealers except by our written permission.

Second. You shall, at all times, sell our cigarettes at such prices only as we may fix in selling lists sent to you. You shall not sell, or dispose of, any cigarettes at lower prices than those so fixed.

1 Report and Proceedings of the Joint Committee of the Senate and Assembly appointed to investigate Trusts. N. Y. Senate Documents, No. 40, 1897. pp. 878-883.

Third. You are to guarantee all sales made by you. An extra compensation of 2 per cent. will be allowed, and can be deducted by you, on all advances made upon consignments which are remitted to us within ten days after the date of shipment to you.

Fourth. All cigarettes consigned to you are to remain our property until sold by you, subject only to your lien thereon for all advances which you have made under the terms of this agreement. Fifth. The cost of freight from our factories is to be paid by us, or, if paid by you, to be allowed to you by us on account.

Sixth. You are to guarantee us against loss by fire or otherwise of any cigarettes consigned to you, and you are to either return to us the cigarettes in good condition or the price of the same as fixed on our selling lists as above mentioned. You are also to pay all charges and other expenses of every nature connected with the storing, keeping and selling of cigarettes which we may consign to you, or for your account, after the delivery thereof by us to the common carrier, including all State, county and municipal taxes and license fees.

Seventh. If you do not discriminate against our cigarettes in favor of those of other manufacture, and if you do not sell, or dispose of, any of our cigarettes at less than the list price, and if, in all respects, you comply with the terms of this agreement, we will pay you a commission of two and one-half (2-2) per cent. on the amount realized by you from the sale of the cigarettes which we may consign to you.

Eighth. If, however, you handle cigarettes of our manufacture exclusively, and do not sell or distribute, or in any way aid in the sale, or distribution of, cigarettes of other manufacture, and if you, in all respects, fully comply with the terms and conditions of this agreement, we will pay you an additional commission of seven and one-half (7-2) per cent. on the amount realized by you from the sale of the cigarettes which we may consign to you.

Ninth. Settlements and payments of commissions are to be made as follows:

On April 1, 1896, or as soon thereafter as practicable on all cigarettes consigned by us to you from the date of your signing this contract to January 1, 1896, which have been sold by you and settled for prior to April 1, 1896.

On July 1, 1896, or as soon thereafter as practicable, on all cigarettes consigned by us to you during the three months ending April 1, 1896, which have been sold by you and settled for prior

to July 1, 1896, and so on, from quarter to quarter thereafter, in the same manner, for the subsequent consignments, sales and payments. Tenth. All obligations upon our part to pay you any commission for the sale of the cigarettes which we may consign to you is, and shall be, dependent upon your strict compliance with the agreement herein before contained that you will not sell any of our cigarettes for a less price than that fixed in our selling lists sent to you. If you should sell, or dispose of any of our cigarettes at less than such price, you shall forfeit all right to the payment of any commissions on cigarettes which you may have previously sold, and on which commissions have not been paid you, and you shall at once, on demand, pay to us the list price for all cigarettes which you have sold, and deliver to us all of our cigarettes then in your possession which may have been previously consigned by us to you.

Eleventh. Upon your acceptance in writing of the terms and conditions of this agreement, you understand and agree that you will handle our cigarettes exclusively, on the terms and conditions herein specified, and in the event that you hereafter determine to sell cigarettes of other manufacture, you are to notify us, in writing, of such determination; and thereafter, if you have fully compiled with all other terms of this agreement, the commissions to be paid to you for sale of our cigarettes shall be at the rate of two and one-half (2-2) per cent.

Twelfth. If you shall sell or distribute, or in any way, directly or indirectly, aid in the sale or distribution of any other cigarettes than those of our manufacture, without having first given us written notice of your intention so to do, as required by paragraph eleventh, you shall not be entitled to claim or receive any commissions not previously paid to you in excess of two and one-half (2-2) per cent. on any past or future sales under this agreement; and the right and option is hereby distinctly reserved to us to determine and declare that you have surrendered all right to be paid any commission over said rate of two and one-half per cent., if we shall be satisfied that you have in any way aided in the sale or distribution of cigarettes other than those manufactured by us.

Thirteenth. We reserve the right of determining, at all times, as to the number of cigarettes and the brands which we will consign to you under this agreement, we to determine the matter before or after receiving requests or reports from you; and you expressly agree that you will promptly make reports, or account of all sales, to us, whenever, and as often as, we may call for the same.

Fourteenth. The right is reserved to us at any time, to decline to sell you any more cigarettes, and to withdraw the cigarettes already consigned to you, upon repaying to you all your legitimate advances thereon, and the right is reserved to you, at any time, to decline to act further for us, after having delivered to us all cigarettes then in your hands, and paying over to us the proceeds of all sales of our cigarettes at list price.

Fifteenth. Requests for consignments, as well as all advances and reports of sales with New York exchange, must be paid to our office in New York. Commissions will also be settled and paid from there. Sixteenth. No employe of this company has any authority whatever to change or modify this agreement, or any circular, letter, or price list of this company.

Your agreement in writing hereon to receive our cigarettes on consignment and to sell and account for the same, under the above conditions when executed by you, will constitute a binding contract between you and our company.

Very truly yours,

THE AMERICAN TOBACCO COMPANY.
By.....

.agree to receive cigarettes on consignment from the American Tobacco Company, and to sell the same, and to account to said company therefor, upon the terms and conditions set forth in the foregoing written proposition to us. To the faithful performance of all such terms and conditions we hereby agree and bind ourselves. Dated.... .1895.

(Sign here).....

EXHIBIT 3

NATIONAL WALL PAPER COMPANY

Memorandum of agreement between..

of....

..(called the purchaser) and the National Wall Paper Company of New York, N. Y. (called the company).

1. The purchaser agrees to select and order from and out of jobbing lines of the machine made goods of the company on or before October 1, 1896, wall paper to the aggregate amount of $..... 1 Op. cit. N. Y. Trust Investigation, 1897, pp. 804-806.

which. . . . . . . .hereby request the company to manufacture for -prior to April 1, 1897, goods to be delivered F. O. B. at New York, or at the respective places of manufacture.

2. The terms of this sale are four (4) months from date of invoice, with a discount at the rate of one per cent. per month for anticipated payments. Goods shipped between October 15th and March 1st to date from March 1st, and orders for goods not shipped before March 1, 1897, may be cancelled by either party to this agreement.

3. The purchaser expressly guarantee and agree that between September 1, 1896, and June 30, 1897, will not purchase or acquire any wall paper or hangings the product of any person or corporation other than the company, and that will give additional and duplicate orders prior to July 1, 1897, to the amount of $..... and in consideration of such guarantee and upon the performance thereof company shall credit the purchaser with the discounts hereinafter named on the attached schedule on all purchases from the jobbing lines of the machine made goods of the company between said dates. Such discounts shall be figured and credited upon the basis of the shipments made hereunder and the discounts shall be calculated upon the gross prices published by the company in its price list for the patterns selected by the purchaser. The purchaser guarantee 1 as a condition of the allowance of such discounts to refrain from making such use thereof among the trade as to interfere with the uniformity of the company's price and terms, and that (the purchaser) will at all times during this contract maintain the company's road prices.

1

4. The company agrees to extend the same line of discounts referred to above to such goods as are contained in the exclusive lines of the machine made goods of the company, on the express guarantee that such goods will be used only for the retail department of the purchaser in the city of..... ..., and will not be

offered at wholesale within his store or on the road.

This contract shall at all times and for every purpose be deemed to have been made and executed at the principal office of the company, in the city of New York, and it shall for every purpose be construed under the laws of the State of New York.

Dated, the city of New York........ 1896.

National Wall Paper Company,

President,

1 This sentence is thus in original.—Ed.