Exemptions

• Pages: 20-21

Robinson-Patman Primer

20

use of dummy brokers, whereby a buyer sets up its

own employee, or a person otherwise under its con-

trol, as a broker to receive commissions from sellers

that are ultimately turned over to the buyer. Section

2(c) also prohibits payments to buyers or their agents

in lieu of brokerage, such as where a buyer requires

that a seller deal with it directly and make pay-

ments, usually in the form of discounts or rebates,

that would otherwise have gone to a broker. Finally,

Section 2(c) prohibits commercial bribery, i.e., secret

payments made by one party to an employee or agent

of the other party for the employee’s or agent’s per-

sonal benet, for example, a secret cash payment by

a seller to the buyer’s purchasing manager to inu-

ence his or her buying decision. In the franchising

context, the franchisor is not typically considered

an agent of the buyer. However, at least one court

has deemed the agency requirement met where the

intermediary (the franchisor) is able to compel the

buyer to act, and thus has found Section 2(c) liability

possible. However, one can avoid Section 2(c) liabil-

ity for commercial bribery by disclosing the supplier

rebate or discount arrangement to the employer or

principa l.

VII. EXEMPTIONS

A. Export Transactions

The Act applies only to commodities sold for

use, consumption, or resale within the U.S. Thus,

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