by that carrier. Marion Trucking Co., Inc. -Purchase-Harwood Trucking, Inc.,
613 (620).

Parties may not properly present for consideration only part of a transaction,
all of which is subject to sec. 5. J. H. Sprecher, Inc.-Lease-Yeagle, 319 (323);
-For when a transaction is subject to sec. 5, Commission's jurisdiction extends
to all operating rights, both interstate and intrastate, and all property involved,
and no part of such a transaction may lawfully be consummated without prior
approval. Kerrville Bus Co., Inc.-Purchase-Cook and Amberson, 349 (354).
CONTINUANCES. See HEARING; PURCHASE (Pendency of Other Proceedings).
CONTRACT CARRIERS. See DUAL OPERATION.

CONTRACTS. See also CONTROL (Otherwise Than Through Stock Ownership);
EMPLOYEES; PRICES; PURCHASE (Applications; Consummation).

PURCHASE: Questions of interpretation or enforceability of contracts must be
settled by the parties or the courts, and Commission may not deny purchase ap-
plication merely to protect the seller from result of its failure to protect itself
adequately in the purchase contract against protracted proceedings. Marion
Trucking Co., Inc.-Purchase-Harwood Trucking, Inc., 613 (632).
CONTROL. See also AFFIliation; Common Control, Management, or Ar-
RANGEMENT; FINANCIAL CONDITIONS; FOREIGN CARRIERS; NONCARRIERS;
PARTIES; PURCHASE (Consummation); SYSTEM.

ACQUISITION THROUGH STOCK OWNERSHIP: When two bus lines each owned
50 percent of stock of a third and alternated for 2-year periods in managing its
operations, purchase of the 50-percent stock interest of one of them would result
in acquisition of joint control within sec. 5. Transcontinental Bus System, Inc.-
Control-Continental, 193 (214).

When four individuals, three of whom were affiliated in management of one
carrier, acted together in acquiring stock of a second, they acquired joint con-
trol of the latter, and fact that the stock would not be held jointly, but would be
distributed in proportion to their individual contributions to the total considera-
tion, was immaterial. Donohue-Control-Charlton Bros. Transp. Co., Inc.,
259 (265).

Purchase by noncarrier corporation of all operating rights of three carriers,
concurrently with acquisition by vendors of joint stock control of vendee, was a
single transaction involving acquisition of control of a carrier through stock
ownership and therefore subject to sec. 5. Transit, Inc.-Purchase-Tyson-
Long Co., Howerter, Schaefer, 433 (434).

Authorizations: Bruce Motor Frt., Inc.-Purchase--Bruce, 189; Burlington
Transp. Co.-Control-Gibson Lines, 662; Consolidated Truck Lines Ltd.-
Consolidation, 230; Donohue-Control-Charlton Bros. Transp. Co., Inc., 259;
Elliott-Control-Elliott Delivery Service, Inc., 562; L. & E. Investment Co.-
Control-Sooner Frt. Lines, 163; Queen City Coach Co. and Smoky Mountain
Stages, Inc.-Control, 325; Southeastern Greyhound Lines-Control-Ky.-Va.
Stages, 635; Southwestern Greyhound Lines, Inc.-Control-Northeastern
Missouri Greyhound Lines, Inc., 441; Transcontinental Bus System, Inc.-
Control-Continental, 193; Transcontinental Bus System, Inc.-Control-West
Coast Bus Lines, Ltd., 525; Transit, Inc.—Purchase Tyson-Long Co., Howerter,
Schaefer, 433; Wilson-Control-Tidewater Exp. Lines, Inc., 787.
Denials: Southern Stages Co.-Control and Merger, 21.

DIVESTITURE: Temporary transfer, under an escrow agreement and without
consideration, of family partnership's stock in a carrier to another stockholder,
who took no active part in management, pending determination of the partner-
ship's application for control authority, did not affect actual control or manage-

ment by the family, which had been effected in violation of sec. 5. L. & E. In-
vestment Co.-Control-Sooner Frt. Lines, 163 (165, 168).

OTHERWISE THAN THROUGH STOCK OWNERSHIP: Persons already authorized
to control a carrier in common with others would not acquire control of "another
carrier" within sec. 5 through extension of its operations authorized under sec.
207, and no further approval under sec. 5 (2) was necessary. Brandon-Con-
trol-Transway, Inc., 85 (87).

Agreement under which contracting shipper would lend vendee, without
interest, the entire purchase price of considered contract-carrier rights, and vendee
would provide an exclusive service to the shipper and would refund the loan
within 90 days after termination of the shipping contract, would give the shipper
a control of vendee's operation inconsistent with public interest. Marasco-
Purchase Associated Transport, Inc., 504 (507).

POWER TO CONTROL: When as result of proposed transactions individual
owners of carrier's stock would each hold considerably less than enough to give
control, and, although there would be three groups of stockholders owning 39.1,
26.9, and 34 percent, respectively, there was no evidence of any common relation-
ship between the three groups and none would have power to manage the carrier,
no control authority was necessary. Transcontinental Bus System, Inc.-Con-
trol-Continental, 193 (214).

VIOLATION OF ACT: Approval of acquisition of control of a carrier, because
continuance of its service depended on management and assistance of the acquir-
ing parties, did not sanction methods by which they secured control by degrees
and over a period of time, without seeking authority until it was an accomplished
fact. L. & E. Investment Co.-Control--Sooner Frt. Lines, 163 (168).

Vendee assumed control of vendors' operations in violation of sec. 5 (4) when
it purchased all their intrastate rights, including those duplicating their only
interstate authority, and commenced interstate operations thereunder after filing
Form BMC-75 statement. Kerrville Bus Co., Inc.-Purchase-Cook and
Amberson, 349 (353, 355).

CONVENIENCE AND NECESSITY. See also ROUTES (Alternate).

CERTIFICATES: Certificates are issued as authority for service to the shipping
public and not as a commodity for trading purposes. Fish Transport Co., Inc. -
Purchase-Aiello, 729 (737).

EXTENSION OF OPERATION: Request by purchaser of overhead rights between
Harrisburg and Chambersburg, Pa., and Pittsburgh for certificate for operation
over those routes, so that vendor might, without a split of rights, continue to
serve intermediate points over same routes, did not actually involve purchase of
the routes but rather a grant of new extension rights. Motor Frt. Exp.-Pur-
chase-Alko Exp. Lines, 143 (149, 162);

-Such authority should be denied when existing service between those points,
even discounting vendor's operation, was not shown to be inadequate, and pro-
posed restrictions on vendee's and vendor's operations over those routes would
not prevent them from performing competitive service on interstate shipments
between same points. Id. (160);

-And resulting creation of an additional single-line service between Pittsburgh
and important cities on vendee's routes, which would divert freight from existing
carriers, must also be considered. Id. (161).

PROOF: When grant of a route will enable carrier to render more expeditious
and economical service between points otherwise served, and thus more ade-
quately serve the public, without adversely affecting existing carriers, it should
be authorized. Breeding Motor Frt. Lines, Inc.-Purchase-Lee Way Motor

Frt., Inc., 447 (466); King Bros. Co.-Purchase Great Lakes Greyhound Lines,
237 (244); Kohl's Motor Transfer Co.-Purchase-Liberty Trucking Co., 389
(394);

-But order authorizing determination in sec. 5 proceedings of issues of con-
venience and necessity directly related to a proposed transaction was not intended
to change character or degree of proof required to establish convenience and
necessity for two operations where there was one before. Motor Frt. Exp.-
Purchase-Alko Exp. Lines, 143 (161);

-And while proposed restrictions on vendor's continued operation over route
sold might properly be considered, a finding that convenience and necessity re-
quired overhead operation by vendee could not be made unless, with such restric-
tion, service of existing carriers would be inadequate. Any other rule would
circumvent principles against route splitting and nullify proof requirements of
the statute. Id (161).

RELATED ISSUES: When all vendor's other operating rights and property had
been sold in foreclosure proceeding since authorization of sale of a portion to one
vendee, it could not be found qualified to perform service over connecting routes
for which certificate was authorized in prior report, and respective vendees of
operations not embraced in that purchase were substituted as applicants for
certificates for segments necessary to close gaps therein. Breeding Motor Frt.
Lines, Inc.-Purchase-Lee Way Motor Frt., Inc., 447 (462).

Although operation by vendee between acquired off-route territory and points
on its existing route would result in competition of an additional carrier at such
off-route points, since vendor would retain duplicate rights, it was a natural con-
sequence of the unification and did not present an issue of convenience and
necessity. E. J. Scannell, Inc.-Purchase-Marshall, 535 (540).

Issuance of certificate was authorized: For a duplicative segment of route sold,
when it was an essential part of the most convenient and economical route between
points which vendor would continue to serve. King Bros. Co.-Purchase-Great
Lakes Greyhound Lines, 237 (244);

—For a segment of route sold, as a means of reaching retained territory, when
it would enable vendor to avoid congested highways and operate more regularly,
expeditiously, and safely. Kohl's Motor Transfer Co.-Purchase-Liberty
Trucking Co., 389 (393);

-When disconnected portions of a route were purchased because connecting
segment was part of route sold another carrier, and vendee's use of shorter route
via that segment would result in considerable savings. Breeding Motor Frt.
Lines, Inc.-Purchase-Lee Way Motor Frt., Inc., 447 (465);

—When purchase of route partially duplicating that sold another would con-
travene policy against route splitting, but use of that route would enable vendee
to render direct service between important termini. Id. (467, 468);

-When vendee would be unable to render through service between Oklahoma
City and Kansas City via purchased cut-off route from Joplin, Mo., to highway
junction east of Vinita, Okla., because he lacked authority for that junction or
any point intermediate to Vinita, service to Vinita via the cut-off route was author-
ized, restricted to traffic from or to Joplin or points within 5 miles thereof. Id. (472).
Certificate was denied: For continued operation by vendor over a segment of
route sold, when it passed through a highly congested area avoided by carriers
generally, and was only 3 miles shorter than another route between same termini
for which certificate was authorized. Kohl's Motor Transfer Co.-Purchase-
Liberty Trucking Co., 389 (394);

-For a segment of route sold, for operating convenience, when vendor had not
-operated for about 1 year, did not intend to resume operation, and intended to

sell its remaining operating rights. Rock Island Motor Transit Co.-Purchase
Little Dixie Frt. Lines, Inc., 553 (560).

REVOCATION OF CERTIFICATE: Deferment of action on purchase application
pending determination of complaints seeking revocation of vendor's certificate
for failure to provide service was not warranted. Before revocation of certificate
for violation of its terms or of the act or regulations thereunder, sec. 212 (a)
requires that the holder be given opportunity to comply with an order command-
ing obedience thereto, and if such order were issued in the complaint proceeding,
delay of action on purchase would place Commission in anomalous position of
hindering compliance with its own order requiring resumption of operation.
Strickland Transp. Co., Inc.- Purchase-Gordon Interstate, Inc., 79 (83).
CORPORATIONS. See also COMMON COntrol, MANAGEMENT, OR ARRANGE-
MENT; NONCARRIERS; PURCHASE (Consummation).

CREATION: Although Turner family's aim in creating one corporation to
acquire and conduct additional carrier operations, and a second to hold majority
stock interest in the first, was to limit their investments and liabilities and to
realize maximum tax advantages for buyer and seller, creation of the two new
companies was not shown to be necessary to enable them to acquire control of
that carrier, to extend their carrier operations, or to render adequate service to the
public. Proposed acquisition disapproved. Southern Stages Co.-Control and
Merger, 21 (40).

COURTS. See also ORDERS; PURCHASE (Pendency of Other Proceedings).
Matters constituting collateral attack on court judgments and orders were
improper considerations in sec. 5 proceeding. Breeding Motor Frt. Lines, Inc.—
Purchase-Lee Way Motor Frt., Inc., 447 (455).

CREDITORS. See RECONSTRUCTION FINANCE CORPORATION.

DEVICE. See AGENTS; PURCHASE (Consummation).

DIRECTORS. See also COMMON CONTROL, MANAGEMENT, OR ARRANGEMENT
(Violation of Act). Legality of action of carrier's board of directors in authorizing
sale of operating rights, if questioned, should be settled in the courts. Bridgeways
Inc.-Purchase Consolidated Frt. Co., 175 (180, 181).

DUAL OPERATION. When vendee, a regular-route common carrier of general
commodities, controlled a contract carrier transporting dairy and packing-house
products in same territory, purchase of additional common-carrier routes in that
territory would enlarge opportunity for discriminatory practices, especially in
serving packers; and as modification of their rights to eliminate such opportunities
appeared impracticable, approval was conditioned on vendee's divesting himself
completely of control of the contract carrier, or on cancellation of latter's operating
rights. Breeding Motor Frt. Lines, Inc.-Purchase-Lee Way Motor Frt., Inc.,
447 (472).

Operation as a contract carrier of precious metals and alloys, and of merchan-
dise dealt in and materials and equipment used by dealers in such articles, with
specially designed vehicles and specially trained personnel, by individual who
controlled a limited-commodity common carrier would not be objectionable
when commodities transported in same territory were of such widely different
nature and shipping requirements that the two carriers would not serve the same
shipper or have opportunity for discriminatory practices. Marasco-Purchase-
Associated Transport, Inc., 504 (506, 507).

Purchase of contract-carrier authority for canned goods by vendees having
common-carrier authority between the same points for fruits and supplies used

in their packing, and for canned goods from surrounding territory, was dis-
approved, since, although vendees did not expect to transport canned goods for
vendor's contracting shipper other than as a contract carrier, they would direct
both types of operation from one headquarters and would utilize same vehicles,
so that opportunity for discriminatory practices would be present. Hunt-
Purchase-Shideler, 683 (686, 687).

Mere willingness of vendees to have their contract-carrier rights canceled so as
to be able to extend their common-carrier service did not warrant such action
when no evidence was presented to justify discontinuance of the contract-carrier
service or to show what service would be available to their contracting shipper.
Congdon-Purchase-Wadkins, 781 (785).

DUPLICATE OPERATING RIGHTS. See LEASE (Duplicate Operating
Rights; Term); Operating RIGHTS (Split; Transfer); SPECIAL SERVICES (Drive-
Away or Truck-Away).

ECONOMIC CONDITIONS.

See COMPETITION (Rights of Competitors);

PRICES; PURCHASE (Abandoned Operations).
EMPLOYEES. Agreement to employ vendor's two controlling stockholders
for 3 years, purportedly because of their familiarity with the purchase territory,
but requiring them to perform only such duties and devote only such time as
they deemed necessary to the purchased operations, was not a true employment
contract, since they would not be obligated to perform any service whatever, and
vendee already served part of, and its officials were familiar with, the territory.
Rogers Cartage Co.-Purchase-Girton Bros., Inc., 567 (571).

Although evidence as to possible effect of transactions on employees of carriers
involved did not warrant imposition of conditions similar to those required by
sec. 5 (2) (f) for protection of railroad employees, any effects should become ap-
parent shortly after consummation, and jurisdiction was reserved for 2 years from
consummation date to impose such protective conditions as might be necessary
under sec. 5 (2) (c). Consummation of the transaction would be considered
acceptance of such reservation. Transcontinental Bus System, Inc.-Control-
Continental, 305 (311); Transit, Inc.-Purchase-Tyson-Long Co., Howerter,
Schaefer, 433 (439).

Interest of carrier employees affected is only one element to be weighed in
determining whether a transaction is consistent with public interest. Trans-
continental Bus System, Inc.-Control -Continental, 193 (219); Marion Truck-
ing Co., Inc.-Purchase -Harwood Trucking, Inc., 613 (632);

-Effect on adequate service to the public must also be considered, and incon-
venience to some clerical employees from transfer to other locations where needed
did not outweigh advantages to be derived from proposed unification by the public
generally. Transcontinental Bus System, Inc. -Control-Continental, 193 (219);
-And denial of purchase was not warranted when union to which both vendor's
and vendee's employees belonged raised no objection, and effect on vendor's
employees could not be accurately predicted in view of vendee's repeated assur-
ance that it would endeavor to protect all bona fide employees, including owner-
drivers. Marion Trucking Co., Inc.-Purchase-Harwood Trucking, Inc., 613
(632);

-Even though vendor had not informed the owner-drivers of the pending sale
of operating rights before they purchased its vehicles under financing arrangement
with loan company to which vendor had pledged the equipment as security, and
although they might lose their vehicles if vendor's retained operation was
unsuccessful, vendor and the loan company had created the contractual relation-
ships which might deny those drivers employment with vendee, and vendor should