Affiliated Foods, Inc., A Corporation - Page 44




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         earnings connection, the passed-on rebates fail as price                     
         adjustments because they are defective patronage dividends, then             
         what of other transaction-specific rebates, refunds, or price                
         adjustments?  Are we to conclude that, if a purchasing                       
         cooperative has a buy-two-get-one-free sale, offers a loss-leader            
         or a volume discount, or, indeed, sells any good or service for              
         less than some hypothetical normal price, it has paid a defective            
         patronage dividend unless, in some way, it can show that the                 
         price reduction is a distribution of net earnings?  Indeed, must             
         any merchant offering a rebate, refund, or other price reduction             
         consider whether it is operating on a cooperative basis,                     
         distributing defective patronage dividends?  We think not.                   
              We conclude that a transaction-specific price reduction,                
         such as is encompassed by the term “trade discount”, is not                  
         generally determined with respect to the net earnings of the                 
         payer, and, for that reason, it is not a patronage dividend                  
         (defective or not).                                                          
                   4.  Other Factors                                                  
              Respondent argues that petitioner “has virtually no records             
         of the currency incentives used at the food shows.  It destroyed             
         most of the relevant records.  * * *  This fact combined with the            
         use of cash invites suspicion.”  While it is true that petitioner            
         discarded most all of the tear strips after the relevant                     
         information was entered into its billing and accounting records,             







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