On May 27, 1938, an indictment was returned against appellants (rfferred to hereafter as Chrysler) and Commercial Credit Company and certain subsidiaries of the latter in the District Court for the Northern District of Indiana. Two similar indictments were returned on the same day, one against Ford Motor Company and certain finance companies affiliated with it and the other against General Motors Corporation and General Motors Acceptance Corporation, its subsidiary. The gist of each of these indictments was that the automobile manufacturer had combined and conspired with its affiliated finance company or companies to restrain trade and commerce in the wholesale and retail sale and financing of its automobiles, in violation of the Sherman Act.
During the ensuing months Chrysler and Ford reached an agreement with the government that the indictments against them would be quashed and consent decrees entered. Consequently, on November 7, 1938 bills of equity were filed against Chrysler and Ford praying for injunctions against the acts complained of. Answers were filed and on November 15, 1938 the consent decrees were entered.
The lengthy decree against Chrysler need not be described in detail. Paragraph 6 imposed numerous specific restraints upon discriminatory practices by Chrysler in favor of Commercial Credit Company. Paragraph 7 imposed correlative restraints upon Commercial Credit Company in its dealings with Chrysler. Paragraph 12A contained alternative provisions depending upon the outcome of the then still pending criminal proceedings against General Motors. It provided: (1) that if those proceedings should not result in conviction every provision of this consent decree against Chrysler should be suspended until such time as a substantially identical decree should be obtained against General Motors; or (2) that upon conviction of General Motors in the criminal proceedings or upon the entry of a decree in a civil action against General Motors or upon January 1, 1940-whichever should occur first-Chrysler should be free of all restraints imposed by paragraph 6 to the extent that substantially identical restraints had not been imposed upon General Motors by the verdict of guilty or by the civil decree and until such restraints were imposed.
The question before us concerns paragraph 12, which is separate and distinct from paragraph 12A. Paragraph 12 forbade Chrysler to 'make any loan to or purchase the securities of' Commercial Credit Company or any other credit company. It then provided: 'It is an express condition of this decree that notwithstanding the provisions of the preceding paragraph of this paragraph 12 and of any other provisions of this decree, if an effective final order or decree not subject to further review shall not have been entered on or before January 1,1941, requiring General Motors Corporation permanently to divest itself of all ownership and control of General Motors Acceptance Corporation and of all interest therein, then and in the event, nothing in this decree shall preclude the manufacturer (Chrysler) from acquiring and retaining ownership of and/or control over or interest in any finance company, or from dealing with such finance company and with the dealers in the manner provided in this decree or in any order or modification or suspension thereof entered pursuant to paragraph 12a * * *. (emphasis added)'.
Affiliation between Chrysler and Commercial Credit Company or another finance company was thus singled out for special treatment in paragraph 12. The various restraints imposed by paragraphs 6 and 7 were subject to termination upon the contingencies described in paragraph 12A, but the prohibition against affiliation was subject to expiration upon the distinct and different contingency described in paragraph 12, viz., the entry of 'an effective final order or decree not subject to further review * * * on or before January 1, 1941, requiring General Motors Corporation permanently to divest itself of all ownership and control of General Motors Acceptance Corporation and of all interest therein * **.'
Jurisdiction of the cause was retained by the District Court, in paragraph 14, for the purpose of enabling the parties to apply at any time 'for such further orders and directions as may be necessary or appropriate in relation to the construction of or carrying out of this decree' or 'for the modification thereof'.