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In 1985, Landmark merged into another agricultural
cooperative, the Ohio Farmers Grain and Supply Association, Inc.
(Ohio Farmers). The name of the surviving entity was changed to
Countrymark. Prior to the merger, Landmark had cooperative
facilities throughout the State of Ohio, whereas Ohio Farmers’
activities were limited to northwest Ohio. The two cooperative
organizations were competitive to the extent that Landmark
operated facilities in northwest Ohio; however, Ohio Farmers
coexisted with Landmark in only about 15 percent of the counties
in Ohio. The merger eliminated most of the cooperative
competition in Ohio.
In connection with the merger, petitioner’s relationship
with Landmark was formally terminated pursuant to a written
termination agreement, dated February 20, 1985. The preamble to
the agreement contained the following recital:
[Petitioner] and Landmark have had a close working
relationship since 1934. Until 1955, they shared
common management. Thereafter, the close relationship
continued under a service/sponsorship agreement
providing for [petitioner] to perform a wide variety of
services in the promotion and advancement of Landmark,
its products and services. During the duration of the
relationship [petitioner] has been privy to many of
Landmark’s business plans and programs, its trade
secrets, customer lists of its members, price lists and
other confidential trade practices and has promoted,
exclusively, the Landmark system and its products and
services.
Under the termination agreement, petitioner and Landmark agreed,
among other things, to terminate their service contract. The
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Last modified: May 25, 2011