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petitioner, Terra has not been a desirable source of crude
oil since the sale. When petitioner owned Terra, it had
the right to purchase crude oil at the posted field price
regardless of whether other buyers would be willing to pay
a higher price. After the sale, petitioner was forced to
compete for the crude oil and natural gas Terra produced.
Petitioner was unable to purchase Terra's oil and gas on
several occasions due to the fact that other purchasers
were willing to pay a premium over the posted field price.
Petitioner has also encountered difficulty in arranging
delivery of oil from Terra. Further difficulties arose
after Terra sold some of its properties to unrelated third
parties. Terra retained a call option for petitioner's
benefit with regard to the oil produced at these
properties which led to some confusion over deliveries.
Seaway Pipeline, Inc.
In July 1974, CRA and six unrelated companies
organized Seaway Pipeline, Inc. (Seaway). At the time of
its organization, all of Seaway's shareholders were
engaged in oil refining. Two of the other shareholders
were regional cooperatives, and four were for-profit
corporations.
Seaway was organized to construct and operate a
pipeline and related terminal facilities for the
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