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Several weeks before each food show, petitioner sent
invitations to member stores and vendors. Attendance at the
shows by members, and participation in the shows by vendors, was
voluntary. A vendor wishing to participate in a food show
entered into an agreement with petitioner under which the vendor
agreed to pay a participation fee, rent and decorate a booth at
the show, and offer to member stores discounts on the products
that the vendor offered at the show. Those discounts, although
negotiable, were subject to petitioner’s approval and had to be
greater than the usual discounts. The special show discounts,
although limited to orders placed at the food shows, were, like
the usual discounts, based on the quantity of merchandise
ordered.
Also, in preparation for each food show, each participating
vendor provided petitioner with a “deal data sheet”, which, among
other things, showed the products the vendor was promoting and
the per-unit show discount (referred to by petitioner as “show
money” (show money)) offered for each product. Petitioner had
the right to reject individual product items. Vendors had
discretion to make show money available to member stores in one
of two ways: (1) a credit against the purchase price of the
product to be reflected on the invoice to be issued to the member
store by petitioner on fulfillment of the order after the food
show (i.e., an off-invoice discount), or (2) an immediate payment
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Last modified: November 10, 2007