# Petition for Writ of Certiorari — Tenneco Oil Co. v. Kern Oil & Refining Co.

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## Record

- **Collection:** Supreme Court brief
- **Document type:** Petition for Writ of Certiorari
- **Published:** January 1, 1988
- **Citation:** 488 U.S. 948

## Text

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; Supreme Court, U.S,
8 § - 4 52 FILED
SEP 15 1983
BED eeeromes JOSEPH F. SPANIOL, JR,
IN THE

Supreme Court of the United States

OCTOBER TERM, 1988

TENNECO OIL COMPANY,
Petitioner,
Vs

KERN OIL & REFINING COMPANY,
a Respondent.

PETITION FOR WRIT OF CERTIORARI TO THE
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT

Of Counsel:

JAMES R. MARTIN

MARK. WEBER
GIBSON, DUNN & CRUTCHER
333 South Grand Avenue
Los Angeles, CA 90071
(213) 229-7000

JOHN P. MATHIS

JANE G. ADAMS
BAKER & BOTTS
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 639-7700

BoypD L. HENDERSON
ALFRED B. SMITH, JR.
TENNECO OIL COMPANY
1010 Milam Street
Suite 2240
Houston, Texas 77001
(713) 757-3078

E. BARRETT PRETTYMAN, JR.*
JOHN G. ROBERTS, JR.
BARBARA L. SLOAN
HOGAN & HARTSON
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5685

Counsel for Petitioner

* Counsel of Record

WILSON - EPES PRINTING Co., INc.

- 789-0096 - WASHINGTON, D.C. 20001

QUESTIONS PRESENTED

1. Did the court below err in accepting and relying
upon findings of fact and conclusions of law entered by
the District Court after a proper notice of appeal had
divested the District Court of jurisdiction, contrary to
the holdings of this Court and the Third, Fifth, and
Seventh Circuits?

2. May a District Court prohibit a party—by enforc-
ing a stipulated umbrella protective order, barring the
public and press from the courtroom, and refusing to
unseal the trial record and exhibits until after its deci-
sion in the case—from presenting to a federal regulatory
agency evidence—later found by the agency to be true—
that the other party had perpetrated a fraud on the
agency?

(i)

ii
PARTIES TO THE PROCEEDINGS

Petitioner Tenneco Oil Company is wholly-owned by
Tenneco Corporation, which is wholly-owned by Tennessee
Gas Pipeline Company, which in turn is wholly owned by
Tenneco Inc. Pursuant to Rule 28.1, a complete listing of
all subsidiaries and affiliates of Tenneco Inc. appears at
Appendix M. Tenneco Oil Company was defendant-
counterclaimant in the District Court and appellant in
the Court of Appeals. Respondent Kern Oil & Refining
Company was plaintiff-counterdefendant in the District
Court and appellee in the Court of Appeals.

TABLE OF CONTENTS

QUESTIONS PRESENTED ...... POY Sa eee IRE
PARTIES TO THE PROCEEDINGS ............................
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47a

January 31, 1984 to cover the trial transcript and trial
exhibits. Thereafter, the documents which Tenneco
sought to have disclosed prior to trial were admitted into
evidence. Some six months after the conclusion of trial,
but prior to entry of final judgment, Tenneco moved to
vacate the order of this Court sealing the trial record.
At the hearing on the motion, held on August 4, 1986,
the Court took the matter under submission. Having con-
sidered the briefs filed by the parties as well as the oral
argument of counsel, the Court for the reasons set forth
below now grants Tenneco’s motion.

Tenneco argues that it has both a First Amendment
and a common law right of access to the documents at
issue. Although three Circuits have found that the First
Amendment does confer a right of access to the records
of a civil case, Brown & Williamson Tobacco Corp. v.
FTC, 710 F.2d 1165, 1177-1179 (6th Cir. 1983); Pub-
licker Industries, Inc. v. Cohen, 733 F.2d 1059, 1067-1070
(3rd Cir. 1984); In Re Continental Illinois Securities
Litigation, 732 F.2d 1302, 1308-1309 (7th Cir. 1984) ;
but see In Re Reporters Committee for Freedom of the
Press, 773 F.2d 1825, 1330-1341 (D.C.Cir. 1984) (First
Amendment right of access, if any, does not accrue until
after entry of final judgment), this issue has not been
addressed by either the Ninth Circuit or the Supreme
Court. The common law right of access claimed by Ten-
neco is however universally recognized. See Nixon v.
Warner Communications, Inc., 435 U.S. 589, 597-600,
98 S.Ct. 1311-1313 (1978) and Publicker Industries, Inc.
v. Cohen, 733 F.2d 1059, 1066 (3rd Cir. 1984).

The traditional common law. right of access cannot be
given straightforward application in this case because it
is being asserted by a party to the litigation which al-
ready has access to the documents at issue. What Ten-
neco seeks by its motion is not access te the documents,
but rather vacation of an order which prohibits dissemi-

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48a

nation of the documents. Tenneco has failed to cite a case
which establishes a common law right to disseminate
documents which are the subject of a protective order.

Although the Court finds that Tenneco’s common law
right of access has not been violated, it is not necessary
to reach the constitutional claims raised by Tenneco be-
cause Tenneco is entitled to relief on other non-constitu-
tional grounds. Given the present posture of this case,
the Court now finds that there is no goou reason to con-
tinue to extend the protective order to cover the trial
transcripts and trial exhibits. Because this matter has
now been tried, presentation by Tenneco of the documents
at issue to the DOE will not delay proceedings before
this Court. Moreover, when ruling on Tenneco’s original
motion for disclosure, this Court found that Kern had
failed to demonstrate good cause as to why the docu-
ments should remain under seal. The Court now reaffirms
this finding. The documents at issue relate to certain
spot transactions entered into by Kern with suppliers
and exchange partners more than five years ago. Kern’s
argument that this information can be used to Kern’s
detriment by its competitors is unpersuasive, especially
in light of Kern’s recent concession that all other informa-
tion contained in the trial record is not confidential.
Kern’s Memorandum of Points and Authorities in Oppo-
sition to Tenneco’s Motion for Disclosure of Trial Tran-
scripts and Exhibits at p. 8; see In Re Reporters Com-
mittee for Freedom of the Press, 773 F.2d 1325, 1339
(D.C.Cir. 1985). There being no good cause for the main-
tenance of the protective orders, those orders are vacated
insofar as they pertain to trial exhibits received into evi-
dence and to the trial transcript. Tavoulares v. Wash-
ington Post Co., 737 F.2d 1170, 1172-1173 (D.C.Cir.
1984). However, in order to allow Kern an opportunity
to seek review of today’s ruling by the Ninth Circuit, this
order is not to become operative until October 3, 1986.

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Until that time, Tenneco remains bound by the previously
entered protective orders.

IT IS SO ORDERED.

Dated: September 25, 1986

/s/ Laughlin E. Waters
LAUGHLIN E. WATERS
Sr. United States District Judge

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APPENDIX I

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

Nos. 81-3253 LEW (Kx) &
82-6875 LEW (Kx)

KERN OIL & REFINING Co.,
Plaintiff,
y. I
TENNECO OIL COMPANY,
Defendant,

TENNECO OIL COMPANY,

Counter-Claimant,
Vv.

KERN OIL & REFINING Co.,
Counter-Defendant.

| Entered Nov. 5, 1986]

ORDER AND JUDGMENT

This action having come on regularly for trial com-
mencing December 3, 1985, the Honorable Laughlin E.
Waters, Judge, presiding, and the claims presented to
the Court having been duly tried and a decision having
been duly rendered,

IT IS HEREBY ORDERED AND ADJUDGED
THAT:

1. Judgment is granted in favor of plaintiff Kern Oil
& Refining Co. on the First, Second, Third, Fourth, Fifth,

5la

Sixth and Seventh Clauses of Action of the Consolidated
Amended Complaint.

(a) Plaintiff is to recover damages from defendant
Tenneco Oil Company in the sum of $16,751,639.00.

(b) Pursuant to Texas law, plaintiff is to recover
$ from defendant for attorneys’ fees and costs
incurred by plaintiff in prosecuting its breach of con-
tract claims, plus those attorneys’ fees and costs it in-
curred in connection with its regulatory, misrepresenta-
tion and fraud claims and its defenses against defend-
ant’s counterclaims, to the extent those legal services and
costs cannot be distinguished from legal services rendered
and costs incurred in prosecution of the breach of con-
tract claims.

(c) Pursuant to Texas law and Fed. R. Civ. P. 11,
plaintiff is to recover $ from defendant for at-
torneys’ fees and costs incurred in resisting defendant’s
post-trial motions heard on August 4, 1986.

(d) Plaintiff is directed to move pursuant to Local
Rule 16.10 for a hearing to determine the amount of at-
torneys’ fees and costs to be awarded under (b) and (c)
above, and upon such determination, those amounts shall
form part of this judgment.

(e) Plaintiff is to recover from defendant pre-judgment
interest in the amount of $15,180,303.00, plus additional
prejudgment interest in the amount of $ , as is
accrued on the amount described in (a) above from Jan-
uary 15, 1986 until date of this judgment, computed in
accordance with 28 U.S.C. § 1961.

(f) Pursuant to Fed. R. Civ. P. 54(d), plaintiff is to
recover $—————— for its costs of action from defendant.

(¢) Plaintiff is to recover postjudgment interest as is
accrued on the amounts described in {| l(a), (b), (¢), fe)
and (f) above and §2(c) below from the date of this
judgment until payment, computed in accordance with 28
U.S.C. § 1961.

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2. Judgment is granted in favor of counter-defendant
Kern Oil & Refining Co. on the Fourth Counterclaim.

(a) Counter-claimant Tenneco Oil Company is to take
nothing on the Fourth Counterclaim.

(b) The Fourth Counterclaim is hereby dismissed on
the merits.

(ec) Pursuant to Fed. R. Civ. P. 54(d), counter-
defendant is to recover $ for its costs of action
from counterclaimant.

3. Judgment has heretofore been entered in favor of
counter-defendant on all other Counterclaims, and coun-
ter-claimant is to take nothing on any counterclaim in
this consolidated action.

4. There is no just reason for delay in allowing this
Judgment to be appealed, and the Clerk: of this Court is
hereby directed, pursuant to Fed. R. Civ. Proc. 54(b),
to enter final judgment forthwith as to the claims re-
ferred to herein in accordance with the terms hereof.

DATED: 10 Oct., 1986

/s/ Laughlin E. Waters
THE HONORABLE LAUGHLIN E. WATERS
United States District Court Judge

Submitted September 5, 1986 by:

RICHARD E. SHERWOOD
SUZANNE F. DUFF
VERA P. PARDEE
O’MELVENY & MYERS

s/’ Suzanne F. Duff
SUZANNE F. DUFF
Attorneys for Plaintiff

and Counter-Defendant
Kern Oil & Refining Co.

53a
APPENDIX J

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

Nos. 81-3253 LEW (Kx) &
82-6875 LEW (Kx)

KERN OIL & REFINING Co.,
Plaintiff,

Wa

TENNECO OIL COMPANY,
Defendant.

TENNECO OIL COMPANY,
Counter-Claimant,
v.

KERN OIL & REFINING Co.,
Counter-Defendant.

(Filed Nov. 21, 1986]

FILED UNDER SEAL PURSUANT
TO PROTECTIVE ORDER OF THE COURT

FINDINGS OF FACT AND CONCLUSIONS
OF LAW AFTER TRIAL

This matter having come on for bench trial com-
mencing December 3, 1985, the Honorable Laughlin E.

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Waters presiding, and the Court having considered the
Memoranda of Contentions of Fact and Law, the Pre-Trial
Conference Order, the Amendment to Pre-Trial Confer-
ence Order, the Trial and Post Trial Briefs, the testi-
mony, exhibits and argument presented at trial, and the
papers and arguments presented in connection with Ten-
neco’s post-trial motions to dismiss Kern’s causes of
action,

THE COURT HEREBY MAKES THE FOLLOWING
FINDINGS OF FACT AND CONCLUSIONS OF LAW:

A. FINDINGS OF FACT

1. To the extent these Findings of Fact are deemed
Conclusions of Law, they are incorporated into the Con-
clusions of Law that follow.

2. All stipulations of material fact contained in Para-
graph 5 of the Pre-Trial Conference Order and the
Amendment to Pre-Trial Conference Order are incor-
porated herein. All stipulations of fact in Paragraph 5
of the February 29, 1984 Pre-Trial Conference Order in
Case No. CV 81-0791, Ex. 263, that are relevant to this
litigation are incorporated herein. All Findings of Fact
in the July 27, 1984 Findings of Fact and Conclusions of
Law After Trial in Case No. CV 81-0791, Ex. 264, that
are relevant to this litigation are incorporated herein.

3. Myriad factual disputes were aired during the
course of trial herein. The resolution of these disputes
turns on the credibility of witnesses. Tenneco’s case was
based on a highly selective approach of specific instances
from which a general conclusion was urged. Kern pre-
sented more persuasive countervailing evidence. Ten-
neco’s selective evidence did not sustain the positions it
asserted, and the credibility of a number of Tenneco wit-
nesses was eroded.

4. Kern is a small “independent” crude oil refiner
whose only refinery is located in Bakersfield, California.

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Because Kern has no crude production of its own, it must
acquire from others all crude to be run in its refinery.
Kern’s profitability depends on the continuous avaiiability
of sufficient volumes of “light” crude to enable Kern to
produce high value products and to run its refinery at
optimal capacity. Kern frequently engages in sales (in-
cluding reciprocal sales) and exchanges of crude in order
to reduce transportation costs and obtain the most profit-
able supply of crude for its refinery.

5. Tenneco is a larger “integrated” oil company with
substantial crude production in California and elsewhere,
a refinery in Chalmette, Louisiana, and marketing facili-
ties in various parts of the country.

6. Tenneco first sold crude from its Yowlumne, Cali-
fornia field to Kern in 1975 pursvant to an October 1975
Tenneco-drafted contract, Ex. 1. As additional Yow-
lumne properties came into production after 1975, Ten-
neco sold the bulk of that crude to Kern. In June 1976
the parties executed a second Tenneco-drafted contract,
Ex. 2, formally committing Tenneco to sell Kern all crude
from the Tenneco properties from which Kern was by
then purchasing crude. Thereafter, as additional Yow-
lumne properties came into production, Tenneco again
sold that new production to Kern. In May 1977 the par-
ties entered into a new contract, Ex. 6, again drafted by
Tenneco, replacing their earlier contracts and formally
committing Tenneco to sell Kern all crude produced from
the properties listed in Exhibit A to that contract (which
included all Tenneco properties from which Kern was by
then purchasing crude). The May 1977 contract con-
tained no specific termination date; it was terminable by
either party on 90 days notice. Tenneco did not ter-
minate that contract until August 1980, effective Novem-
ber 30, 1980.

7. At or about the time of entering into the May 1977
contract, Kern and Tenneco orally agreed that Tenneco
would sell to Kern, under the terms of the May 1977 con-

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tract, crude from all Yowlumne properties coming into
production after May 1977. Subsequent Tenneco invoices
to Kern for such Yowlumne crude production identified
it as being sold pursuant to the May 1977 contract.

8. At no time did Kern represent to Tenneco that
Kern would refrain from asserting a regulatory “sup-
plier/purchaser” claim against Tenneco under 10 C.F.R.
211.63. Tenneco could have drafted a clause in the May
1977 contract attempting to waive its regulatory supply
obligations, such as appears in contemporaneous con-
tracts between Tenneco and others, e.g., Exs. 19, 26, but
Tenneco did not do so, and no waiver exists in the con-
tract or elsewhere.

9. In entering into the May 1977 contract, Tenneco
and Kern agreed and understood that all of Tenneco’s
sales to Kern beyond 3,000 barrels per day were to be
outright sales, and the May 1977 contract so states
clearly and unambiguously. Moreover, because the par-
ties specifically agreed in the contract to “balance” Ten-
neco’s sales only up to 3,000 barrels per day and because
other Tenneco contracts with third parties specifically
provided for balancing when it was so intended, it is
clear that Kern and Tenneco did not contemplate bal-
ancing Tenneco’s sales to Kern beyond 3,000 barrels per
day. Nor did Tenneco and Kern intend that Tenneco’s
unmatched sales over 3,000 barrels per day would be tem-
porary, or that they would be conditional in any respect,
or that Kern would merely be Tenneco’s marketing agent
for crude in excess of 3,000 barrels per day.

10. Beginning in approximately Spring 1978, a long-
standing scarcity of crude in California changed into
temporary oversupply. At the same time, Tenneco’s Yow-
lumne production increased substantially, to a point at
which it exceeded Kern’s refinery needs. Tenneco relied
almost completely on Kern to absorb Tenneco’s Yowlumne
production so as to avoid “shutting in” the Yowlumne
field.

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57a

11. In Spring 1978 Tenneco learned that the Four
Corners Pipe Line (“FCPL’) would become operational
in June 1978 for movement of crude eastward, thus pro-
viding the first opportunity physically to transport Yow-
lumne crude from California to east of the Rockies, from
where it could readily be traded for crude supply for
Tenneco’s Chalmette, Louisiana refinery. Tenneco wanted
to keep for itself the Yowlumne crude that it had agreed
to sell to Kern. Kern, at that time, did not need all the
Tenneco Yowlumne crude for Kern’s refinery.

12. Tenneco did not suggest to Kern that the May
1977 contract be amended or terminated so as to reduce
or eliminate Tenneco’s sales of Yowlumne crude to Kern:
Tenneco knew that Kern would not have given up its
rights to the crude, and Tenneco needed Kern’s coopera-
tion to move the crude out of the Yowlumne field. The
Yowlumne crude could be moved from the field to the
FCPL only through a pipeline owned by Texaco. Kern
had contractual rights to move crude through the Texaco
pipeline pursuant to a transportation service agreement
between Kern and Texaco, but Tenneco did not. Under
the terms of the agreement, Tenneco crude could be
transported through the Texaco pipeline only if title was
transferred from Tenneco to Kern to Texaco (and then
back from Texaco to Kern to Tenneco at the end of
the pipeline).

13. Instead of revealing its true intent to reduce and
eventually eliminate Yowlumne crude sales to Kern, Ten-
neco suggested that they enter into an agreement
whereby Kern would move approximately 4,500 barrels
per day of Tenneco’s surplus Yowlumne crude (i.e., crude
not needed for Kern’s refinery) for Tenneco from the
field to the FCPL. Tenneco drafted this July 1978 agree-
ment, Ex. 14, structuring it as a “sale” from Kern to
Tenneco at the end of the Texaco pipeline. (Tenneco was
already giving Kern title to the crude at the beginning
of the pipeline under the May 1977 contract). With the

58a

initial passing of title from Tenneco to Kern under the
May 1977 contract, then the Kern-Texaco-Kern pipeline
transfers of title, and then the passing of title back to
Tenneco under the July 1978 agreement, Tenneco was
able to transport its own crude back to itself at a point
where it could move that crude through the FCPL and
then trade it for supply at Tenneco’s Louisiana refinery.
The price Tenneco paid Kern at the end of the Texaco
pipeline was precisely the same as the price Kern had
paid Tenneco at the beginning of that pipeline plus
Kern’s gathering and transportation costs. The July 1978
agreement was a transportation service arrangement, not
a bona fide sale from Kern to Tenneco.

14. At the time of entering into the July 1978 agree-
ment, Tenneco assured Kern that Tenneco would not
leave Kern without a sufficient refinery supply, and,
based on Tenneco’s assurances, Kern understood that the
transportation arrangement would be limited to surplus
Yowlumne crude Kern could not use. Tenneco’s objec-
tive was eventually to take all of the Yowlumne produc-
tion for itself, but it concealed that intent from Kern.
Tenneco deliberately embarked on a program of con-
tractual and regulatory breach to protect its own inter-
ests at the expense of Kern.

15. Tenneco induced Kern to enter into the July 1978
agreement by falsely representing to Kern that Tenneco
would continue supplying Kern with sufficient Yowlumne
crude to meet Kern’s refinery needs. Tenneco acted in
bad faith toward Kern, capitalizing upon the circum-
stances of the crude oil glut and the opening of the Four
Corners Pipeline for its own purposes, in intentional
derogation of Kern’s rights.

16. At all relevant times, Tenneco was fully aware of
Kern’s refinery expansion plans and its dependency on
Yowlumne crude for refinery supply. Despite this know]l-
edge, Tenneco took for itself increasing amounts of the

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Yowlumne crude it should have sold to Kern and made
numerous direct sales of that crude to third parties. Over
the course of Fall 1978, as Tenneco diverted more and
more Yowlumne crude from Kern, Kern became con-
cerned about its refinery supply and complained to
Tenneco.

17. Although Kern did not sign the July 1978 agree-
ment until October 1978, after the point when Kern be-
gan to become concerned about its refinery supply, execu-
tion of the contract was, in Kern’s eyes, a required for-
mality reflecting an agreement it had entered into months
earlier. Kern’s acquiescence in the July 1978 agreement
was not intended to and did not waive any of Kern’s
rights to quantities of Yowlumne crude sufficient for
Kern’s refinery.

18. In early January 1979, at Kern’s request, a meet-
ing was held with Tenneco in which Kern insisted on its
rights to the Yowlumne crude. Tenneco stated at the
meeting that it would look into the matter and did not
then, or earlier, definitively refuse to honor its supply
obligations. Only in mid-January 1979 did it become
clear to Kern that Tenneco did not intend to supply
Kern’s refinery needs.

19. In early February 1979 Kern filed a complaint
with the United States Department of Energy (‘““DOE’’),
Ex. 71, alleging that Tenneco had violated the supplier/
purchaser regulations. The DOE subsequently began
remedial proceedings against Tenneco and, on May 24,
1979, ordered Tenneco to sell 7,000 barrels per day of
crude to Kern. That order was rescinded on technical
grounds on November 6, 1979, but the DOE remedial
proceeding continued until mid-1981, when it was ter-
minated by consent order between Tenneco and the DOE.

20. Tenneco sold Kern 7,000 barrels per day from
May 24, 1979 through mid-January 1980, not in reliance
on any representations by Kern to the DOE, but because

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it was compelled to do so by the DOE order. Tenneco suf-
fered no detriment from these sales because they reduced
its liability to Kern in this lawsuit.

21. In February 1979 Tenneco and Kern replaced the
July 1978 agreement with another transportation service
agreement, Ex. 46, again drafted by Tenneco, this time
cast as a straightforward exchange, not a “sale,” of
crude, but fulfilling the same function and serving the
same purpose as the July 1978 agreement. By that time,
both parties were aware of each other’s position, and
they intended that no significant rights of either party
were to be affected by the February 1979 agreement.
Kern’s acquiescence in the February 1979 agreement was
not intended to and did not waive any of Kern’s claims
against Tenneco. Kern protested Tenneco’s continuing
breach of supply obligations at the inception and during
the entire lifespan of the February 1979 agreement. The
February 1979 agreement remained in effect until 1981.

22. Between May 1977 and November 1980, Tenneco
sold Kern some, but not all, crude from the Yowlumne
properties identified in Exhibit A to the May 1977 con-
tract. It also sold Kern some, but not all, crude from
Yowlumne properties not listed in Exhibit A (Bennett,
Bradford, Unit A, and Sections 4, 4A and 5), and Ten-
neco’s invoices to Kern for that crude stated that it was
sold “per contract of May 19, 1977.”

23. The properties included in “Section 33” and “Sec-
tion 34” (Westland Unit, Wishon Unit, Louden, Russell,
Newmark, McMahon, Scott-Smith Unit, Johnson Unit,
Coretto Estate, and Hooker) are part of the Yowlumne
field. Tenneco commingled crude from Sections 33 and 34
in tanks with crude from other properties and sold Kern
some of that commingled crude, but did not identify any
of it as coming from Section 33 or 34; rather, Tenneco
identified it on invoices to Kern as crude from other Yow-
lumne properties. As a result, Kern was unaware that
Tenneco was in fact selling Kern any crude from Section

6la

33 or 34, and that it had thereby acquired regulatory
rights to Section 33 or 34 crude. Therefore, Kern could
not and did not waive its rights to Section 33 or 34
crude oil.

24. Tenneco was obligated to sell Kern the crude pro-
duced from Sections 33 and 34, Section 10, Texaco Sec-
tion 14 and Texaco Section 15A. That crude bore the
DOE classification of “newly discovered” crude because
those properties were not in production prior to 1979.
There were no entitlement costs associated with refining
that crude because of the DOE classification.

25. Although Tenneco continued to sell Kern some
crude, Tenneco withheld substantial amounts of Yow-
lumne crude from Kern over the course of 1978, 1979
and 1980. But Tenneco’s conduct did not damage Kern
until April 1979, when Kern’s refinery expansion was
completed.

26. From April 1979 through November 1980, Kern
experienced a crude shortage directly attributable to
Tenneco. Kern purchased other crudes as replacement
for some lost Tenneco Yowlumne, but was unable to ob-
tain (a) enough equivalent quality crude at a cost com-
parable to the contract price or (b) sufficient volumes of
crude. Kern’s attempts at mitigation caused it further
loss in four months of the damage period, but Kern acted
reasonably in its purchases of mitigation crude to replace
the Yowlumne crude Tenneco did not deliver.

27. While Kern’s refinery processed lower gravity
crude during the relevant time period, this was due to
the non-availability of the Tenneco Yowlumne crude, not
to any physical limitations of the refinery. Any modifica-
tions necessary to process higher gravity crude could
have been readily achieved without major modification or
significant cost. Kern’s refinery had a capacity of 21,000
BPSD and could have processed a “mix” of crude oil
averaging an API gravity at least as high as 28 at the

62a

capacity levels set forth in Kern’s damage calculation.
Ex. 19. The opposing evidence presented by Tenneco on
this issue was not credible. For example, a graph adopted
by Tenneco’s expert witness, Ex. 2057, did not utilize the
most valid points; thus the line on the graph was dis-
torted and the conclusion urged was misleading. Kern’s
refinery could have processed the nondelivered 32 API
gravity Yowlumne crude (mixed with lower gravity
crudes) during the period April 1979 through November
1980. Kern’s processing of the mix including the non-
delivered Yowlumne would not have been limited by any
physical characteristics of its refinery or by the 1980
refinery strike.

28. Kern would have processed, not sold, 1,872,314
barrels of the non-delivered Yowlumne crude from April
1979 through November 1980. It would have been sound
business practice to do so. Kern had exception relief
from the DOE entitlements program for the entirety of
its fiseal year 1980 (April 1979 through March 1980).
Accordingly, during that time, it could have and would
have processed the Yowlumne crude without incurring
entitlements obligations on that crude. From April 1980
through November 1980, Kern did not have exception
relief and would have incurred entitlements cost on that
portion of the Yowlumne crude that remained price con-
trolled. Even without exception relief, the Yowlumne
crude would have been more profitable for Kern to refine
than the replacement crude it was able to purchase be-
cause (a) the Yowlumne crude, being lighter, produced
more valuable products and Kern could have, and would
have, produced refined products in the proportions as-
sumed in Kern’s damage calculation, and (b) the Yow-
lumne crude would have been priced at the contract—not
uncontrolled—price; if Tenneco had billed Kern at the
uncontrolled price for that crude, Kern wou'd have paid
it, by mistake, but would have been entitled to recover
the overcharges because the May 1977 contract required
the Yowlumne sales to be at the controlled upper tier

i iaicilialieattaii inane

63a

price. Findings of Fact and Conclusions of Law After
Trial, Case No. CV 81-0791, Exhibit 264.

29. In 1981 the DOE conducted an entitlements com-
pliance audit of Kern’s crude purchase, sale, and ex-
change transactions, a review that included all the trans-
actions from October 1980 through January 1981 which
Tenneco now claims were illegal. The DOE was plainly
satisfied from its audit that Kern was in compliance with
the regulations.

30. From April 1979 through November 1980, the
period of Kern’s damage claim, Kern could have profit-
ably refined 1,872,314 barrels of the Yowlumne crude
that Tenneco failed to deliver to Kern. Kern lost profits
of $16,761,639 between April 1, 1979 and November 30,
1980, directly attributable to Tenneco’s conduct.

31. Every element of Kern’s damage claim is sup-
ported by testimony and documents in the record. Kern’s
claim is neither speculative nor uncertain. Although
Kern’s damage calculation and the manner of that cal-
culation have changed in some respects since Kern’s ini-
tial damage claim, the result of such changes is a more
accurate reflection of the actual damage caused to Kern
by Tenneco. Kern’s last changes occurred during the
course of the trial, and when Tenneco pleaded surprise
and insisted on an interruption of the trial so it could
more fully consider Kern’s latest contention and more
effectively cross-examine the Kern witnesses, this Court
granted the request for delay. When trial resumed, Ten-
neco left this area of examination virtually untouched.
The Court infers that the requested delay was for a pur-
pose or purposes other than those expressed to the Court.
Tenneco never directly addressed Kern’s last damage
computation.

32. The DOE granted Kern exception relief from en-
titlement obligations during the entirety of Kern’s fiscal
year 1980. Even if Kern were liable for additional en-

64a

titlements purchase obligations due to other crude trans-
actions (not involving Tenneco), there would be no effect
on Kern’s damage claim because the amount of excevtion
relief for which Kern was eligible during fiscal 1980 was
large enough to cover the obligations associated with the
Yowlumne crude and all other crude refined by Kern.

33. Tenneco could reasonably have foreseen that its
failure to supply Yowlumne crude to Kern would damage
Kern. Tenneco, itself a refiner, knows of the importance
of crude, both in volume and quality, to a refinery. Ten-
neco freely and knowingly drafted and entered into the
May 1977 contract giving Kern rights to all the rapidly
increasing Yowlumne production and therefore could rea-
sonably foresee that Kern might rely on its rights to that
supply of crude to increase its refinery capacity. The
manner in which Tenneco effected the diversion of Yow-
lumne crude from Kern and its awareness that the diver-
sion would require “delicate handling,” Ex. 106, are indic-
ative of such knowledge on the part of Tenneco. Tenneco
was also aware that Kern had received exception relief in
the past, and Tenneco was itself involved in and fully
cognizant of the entitlements program. Therefore it could
have foreseen that Kern might be eligible for exception
relief enabling Kern to process portions of the Yowlumne
crude without paying entitlements costs.

34. Kern was denied the opportunity to invest or earn
interest on its lost profits between April 1979 and the
present time, a period of high inflation.

35. On October 22, 1985 Kern made written demand
upon Tenneco for payment of its contractual claim. Ten-
neco did not satisfy that claim.

36. On June 25, 1981 Kern received a copy of a letter
dated June 22, 1981, in which the DOE’s special counsel
urged termination of all remedial administrative proceed-
ings against Tenneco in light of a consent order between
Tenneco and the DOE, and suggested that Kern seek

= 5 ee en eee ee ee eee

65a

judicial relief. Six days later, on July 1, 1981, Kern filed
its complaint in federal court based on the supplier/
purchaser regulations, No. CV 81-3253. Kern filed its
breach of contract claim, No. CV 82-6875, on December
28, 1982, and a consolidated amended complaint including
causes of action for fraud and misrepresentation on Sep-
tember 30, 1983. Each of Kern’s causes of action in the
present consolidated litigation arises out of the same con-
duct, transactions and occurrences.

37. Trial here was bifurcated, with liability issues
being tried in December 1985 and damage issues being
tried in January 1986. The Court found for Kern on
liability before proceeding to the damages phase. The
arguments raised by Tenneco during the trial on dam-
ages effectively sought to retry the liability phase of
the trial.

B. CONCLUSIONS OF LAW.

1. To the extent these Conclusions of Law are deemed
Findings of Fact, they are incorporated into the preced-
ing Findings of Fact.

2. All Conclusions of Law in the July 27, 1984 Find-
ings of Fact and Conclusions of Law in Case No. CV
81-0791 that are relevant to this litigation are incor-
porated herein.

Breach of Regulations

3. The Mandatory Petroleum Allocation Regulations,
10 C.F.R. Part 211, and the Emergency Petroleum Allo-
cation Act of 1973 on which the regulations are based,
are not unconstitutional. United States v. Exxon Corp.,
773 F.2d 1240 (TECA 1985), cert. denied, 106 S. Ct.
892 (1986) ; Exxon Corp. v. United States Department of
Energy, 744 F.2d 98 (TECA), cert. denied, 105 S. Ct.
576 (1984); Gulf Oil Corp. v. Dyke, 734 F.2d 797
(TECA), cert. denied, 105 S. Ct. 1973 (1984).

4. Tenneco’s sales of Yowlumne crude to Kern pursu-
ant to the October 1975 contract and Tenneco’s sales of

66a

other Yowlumne crude to Kern after January 1, 1976,
including sales of crude from Sections 33 and 34, estab-
lished a regulatory supply obligation in Tenneco to sell
all crude from those Yowlumne properties to Kern. 10
C.F.R. § 211.63.

5. Kern did not waive its regulatory supplier/pur-
chaser rights at the time of entering into the May 1977
contract or at any other time. A small independent
refiner cannot waive in advance its right to continued
crude oil supplies unless it does so in writing and unless
the parties agree to a specific termination date. 10 C.F.R.
§ 211.63(d) ; Arizona Fuels Corporation, 6 Energy Mgmt.
(CCH) 956,472 “@W¥Bust 13, 1979); Giant Industries,
Inc., 6 Energy Mgmt. (CCH) {56,535 (January 6,
1981). Neither of these conditions occurred here.

6. The July 1978 agreement was a transportation
service agreement in which Kern, “incident to providing
a service to [Tenneco], . . . obtain[{ed] title to the crude
oil . . ., subsequently transferr[ed] title . . . back to
[Tenneco], and charge[d] a fee for the service.” 10
C.F.R. § 212.82. It created no regulatory supply obliga-
tion from Kern to Tenneco. See 10 C.F.R. §§ 211.63,
212.82: Basin, Inc., 6 Energy Mgmt. (CCH) { 56,486
{March 31, 1980).

7. The intent of the Mandatory Petroleum Allocation
Regulations, 10 C.F.R. Part 211, was to protect small
independent refiners (such as Kern) against the inter-
ruption of their crude supplies by major integrated oil
companies (such as Tenneco) during the energy shortage,
and to ensure that integrated oil companies owning or
controlling crude oil production could not use that control
to restructure crude distribution in their own interests at
the expense of the historic purchasers of the crude. H.R.
Conf. Rep. No. 93-628, 93d Cong. 1st Sess., reprinted in
[1973] U.S. Code Cong. & Ad. News 2688, 2689; Cibro

67a

Petroleum Products, Inc. v. Sohio Alaska Petroleum Co.,
602 F. Supp. 1520 (N.D.N.Y. 1985), aff'd, No. 2-47
(TECA July 10, 1986); Basin, Inc. v. Federal Energy
Administration, 552 F.2d 931 (TECA 1977), cert. denied,
434 U.S. 821 (1977). Because the aim of the July 1978
agreement was to transfer Tenneco crude back to Tenneco,
the original supplier and an integrated oil company, to
the detriment of Kern, the historical purchaser and a
small independent refiner, it did not create a supply ob-
ligation in Kern. Any interpretation to the contrary
would directly contravene the intent of the allocation
program. Basin, Inc., 6 Energy Mgmt. (CCH) {| 56,486
(March 31, 1980) ; Shell Oil Co., 6 Energy Mgmt. (CCH)
56,301 (June 28, 1976).

8. Because the July 1978 agreement was a transporta-
tion service agreement, it did not satisfy or diminish
Tenneco’s regulatory supply obligations and Kern’s acqui-
escence to that agreement did not waive, terminate or
modify Tenneco’s obligations to Kern. See 10 C.F.R.
§§ 211.63, 212.82; Basin, Inc., 6 Energy Mgmt. (CCH)
7 56,486 (March 31, 1980); Shell Oil Co., supra; State
of Alaska, 6 Energy Mgmt. (CCH) {| 56,344 (April 27,
1977).

9. If the July 1978 agreement had been a true “sales”
agreement and created a regulatory supply obligation
from Kern to Tenneco, then that obligation ceased when
the parties terminated the July 1978 agreement and re-
placed it with the February 1979 transportation agree-
ment. The February 1979 agreement superseded the July
1978 agreement.

10. The February 1979 agreement was a transporta-
tion service arrangement under 10 C.F.R. § 212.82 and
created no regulatory supply obligations in either party.
Basin, Inc., 6 Energy Mgmt. (CCH) {56,486 (March
31, 1980) ; Shell Oil Co., supra.

68a

11. The February 1979 agreement had no effect on
Tenneco’s regulatory supply obligations to Kern. See
J &W Refining Co., [1975-76 Transfer Binder] Energy
Mymt. (CCH) { 80,602 (Mar. 19, 1976).

12. Tenneco, by failing to sell to Kern all of the crude
from each Yowlumne property identified in the October
1975 contract and each Yowlume property from which
Tenneco thereafter sold crude to Kern, including Sections
33 and 34, violated § 211.63 of the Mandatory Petroleum
Allocation Regulations, 10 C.F.R. § 211.63.

13. Kern was injured by Tenneco’s violation of 10
C.F.R. § 211.63.

14. Section 210 of the Economic Stabilization Act of
1970, 12 U.S.C. § 1904 note, gives Kern the right to bring
a private action against Tenneco for violation of 10
C.F.R. § 211.63.

15. Kern’s regulatory claim is not barred by the
applicable 3-year statute of limitations. Claims under the
allocation regulations do not accrue until the defendant
commits an act that injures the plaintiff. See, e.g.,
Oerther v. Pennzoil Co., 763 F.2d 420 (TECA 1985) ;
Siegel Oil Co. v. Gulf Oil Corp., 701 F.2d 149 (TECA
1983). Kern was not injured by Tenneco’s conduct until
April 1979; hence its July 1, 1981 complaint in Case No.
CV 81-3253 was filed on a timely basis. Even if Kern
had been injured earlier than April 1979, throughout
1978 Tenneco made numerous sales of crude to various
third parties and each month took ever increasing
amounts of crude for itself, and each of these wrongful
acts gave rise to a new cause of action. Johnson Oil Co.
v. United States Department of Energy, 6$9 F.2d 191
(TECA 1982). Finally, even if Kern’s complaint had
been filed late, the limitations period is deemed equitably
tolled here because Kern reasonably and in good faith
sought administrative relief within a month after having
discovered Tenneco’s true intentions and filed its com-

69a

plaint here six days after receiving notice that the rem-
edial administrative action against Tenneco was to be
terminated. See Collier v. City of Pasadena, 142 Cal.
App. 3d 917, 191 Cal. Rptr. 681 (1983) ; Burnett v. New
York Central Railroad, 390 U.S. 424 (1965).

16. This Court finds for Kern, and against Tenneco,
on the First Cause of Action.

Breach of Contract

17. Where the parties have stipulated to the law that
shall control their contractual dispute, that stipulation
will be honored. Pursuant to the terms of the May 1977
contract, Texas law governs the breach of contract claims.

18. The May 1977 contract unambiguously obligated
Tenneco to sell outright to Kern all production from the
Yowlumne properties specified in Exhibit A to that con-
tract. The parties’ contemporaneous oral agreement,
which was consistent with their prior course of dealing,
modified the May 1977 contract and obligated Tenneco
also to sell Kern all crude from Yowlumne properties
coming into production after the execution of that con-
tract. The statute of frauds is satisfied because the modi-
fication is documented by Tenneco’s invoices stating that
sales from newly producing properties were “per contract
of May 19, 1977.” Moreover, because of Judge Real’s
findings in Case No. CV 81-0791 and Tenneco’s stipula-
tion in that case regarding the oral agreement, Tenneco
is collaterally estopped from relitigating the oral modi-
fication issue. See United States v. Mendoza, 464 US.
154 (1984).

19.. The relationship between Tenneco and Kern estab-
lished under the May 1977 contract was that of seller
and buyer, not that of principal and agent. See Johnson
v. Owens, 629 S.W.2d 873 (Tex. Civ. App. 1982).

20. Tenneco’s obligation to sel! all its Yowlumne crude
to Kern was unconditional. If Tenneco’s intent was to

70a

the contrary, it never informed Kern of that intent, and
unexpressed intent will not be given effect to vary the
terms of the contract. American Refining Co. v. Sims Oil
Co., 282 S.W. 894 (Tex. Civ. App. 1926). Moreover,
Judge Real’s findings in Case No. CV 81-0791 collaterally
estop Tenneco from relitigating whether it was obligated
to sell Kern volumes of crude in excess of the volume of
Kern’s deliveries to Tenneco east of the Rockies and
whether sales in excess of those deliveries were intended
to be only temporary.

21. Because the July 1978 agreement was entered into
for the sole purpose of facilitating Tenneco’s transporta-
_ tion of surplus Yowlumne crude through the Texaco pipe-
line back to itself, it did not establish a contractual obli-
gation on Kern’s part to sell Yowlumne crude to Tenneco.

22. By entering into the July 1978 agreement, Kern
did not waive or modify its rights under the May 1977
agreement, and the oral modification of that agreement,
to receive all Tenneco Yowlumne crude. Waiver and
modification require a voluntary relinquishment of a
known right, as well as acts, words or conduct manifest-
ing an unequivocal intention to abandon that right. See
Bodovsky v. Texoma National Bank of Sherman, 584
S.W.2d 868 (Tex. Civ. App. 1979). Kern, by agreeing to
a transportation arrangement for surplus crude, did not
knowingly or voluntarily give up its contractual right to
purchase Tenneco Yowlumne crude needed for its re-
finery. Moreover, even if Kern had waived rights estab-
lished pursuant to the May 1977 contract by entering
into the July 1978 agreement, any such waiver was re-
tracted in early January 1979 when Kern insisted that
Tenneco henceforth honor its supply obligations. U.C.C.
§ 2-209(5) ; Hart v. Simms, 702 F.2d 574 (5th Cir. 1983).

23. The February 1979 agreement terminated and
replaced the July 1978 agreement, but did not terminate,
replace or affect the May 1977 contract. Kern, by enter-

ee

Tla

ing into the February 1979 agreement, did not expressly
or impliedly waive its rights under the May 1977 contract
or modify that contract in any respect. See Bodovsky,
supra, 584 §.W.2d at 873; Jordan Drilling Co. v. Starr,
232 S.W.2d 149, 159-60 (Tex. Civ. App. 1949); Butler,
Williams & Jones v. Goodrich, 306 S.W.2d 798 (Tex. Civ.
App. 1957).

24. Tenneco breached the May 1977 contract by failing
to sell all its Yowlumne crude production to Kern.

25. Implied in the May 1977 contract is a convenant
of good faith and fair dealing that imposed upon Tenneco
a duty to deal in good faith with Kern and to do nothing
that would deprive Kern of the benefits of the contract.
U.C.C. §§ 1-203, 1-201(19), 2-103(1) (b). When Tenneco
deliberately decided to give priority to its own refinery
needs over Kern’s contractual rights, Tenneco disregarded
its duty of good faith and thereby breached the covenant
implied in the contract.

26. Kern was injured by Tenneco’s breach of contract.

27. Kern’s causes of action for breach of contract are
not barred by res judicata. Kern did not impermissibly
split its causes of action. Restatement (Second) of Judg-
ments § 26(1) (a) (1982); see Harbeson v. Parke Davis,
Inc., 746 F.2d 517, 520-21 (9th Cir. 1984).

28. Kern’s causes of action for breach of contract are
not barred by the applicable 4-year statute of limitations.
Kern’s causes of action did not accrue until mid-January
1979 at the earliest.

29. Even if Tenneco had breached the May 1977 con-
tract prior to January 1979, Kern filed its complaint for
breach of federal regulations on July 1, 1981. Because
both the regulatory and contractual causes of action arise
out of precisely the same conduct, transactions and occur-
rences, Kern’s breach of contract claims relate back to
July 1, 1981 and are not barred by the statute of limita-

72a

tions. Fed. R. Civ. P. 15(c); see In re Olympia Brewing
Co. Securities Litigation, 612 F. Supp. 1870 (N.D. Ill.
1985). Kern’s claims for breach of contract would relate
back to July 1, 1981 even if Kern’s regulatory complaint
were time barred. Santana v. Holiday Inns, Inc., 686
F.2d 736 (9th Cir. 1982).

30. Even if Tenneco’s first breach occurred prior to
January 1979, Kern was entitled to elect to continue per-
formance under the contract and to treat Tenneco’s im-
proper performance as a partial breach, thus retaining a
claim for damages caused by subsequent breaches. Cities
Service Helex, Inc. v. United States, 543 F.2d 1306 (Ct.
Cl. 1976); Airco, Inc. v. Niagra Mohawk Power Corp.,
430 N.Y.S.2d 179 (App. Div. 1980). Tenneco’s conduct
before mid-January 1979 was not an anticipatory repudi-
ation of the May 1977 contract since Tenneco did not,
until then, unequivocally and absolutely refuse to per-
form. See, e.g., Mackenzie v. Farr, 541 S.W.2d 879 (Tex.
Civ. App. 1976); Cooper v. Wildman, 528 S.W.2d 80
(Tex. Civ. App. 1975). Moreover, repudiation is not ac-
tionable unless it substantially impairs the value of the
contract, U.C.C. § 2-610; Fredonia Broadcasting Corp.,
Inc. v. RCA Corp., 481 F.2d 781 (5th Cir. 1973). Since
Kern was not damaged by Tenneco’s actions until April
1979, Tenneco’s pre-1979 conduct did not substantially im-
pair the contract’s value to Kern and thus did not con-
stitute an anticipatory repudiation.

31. This Court finds for Kern, and against Tenneco,
on the Fifth, Sixth, and Seventh Causes of Action.

Fraud and Misrepresentation

32. Alternatively, if the July 1978 agreement ad-
versely affected Kern’s regulatory or contractual supply
rights, then Tenneco committed fraud and misrepresenta-
tion (a) by concealing from Kern its intent to use the
July 1978 agreement eventually to take all Yowlumne
crude away from Kern and (b) by assuring Kern that

73a

Kern’s refinery needs would be met. Cal. Civ. Code
§§ 1709, 1710.

33. Kern did not ratify or waive the fraud and mis-
representation by executing the July 1978 agreement in
October 1978. The memorialization of the agreement was
a mere formality without legal significance. See Mesa
Petroleum Co. v. Coniglio, 629 F.2d 1022 (5th Cir. 1980).
When Kern executed the agreement, it had been led to
believe that Tenneco would provide Kern sufficient crude
for its refinery needs. Neither waiver nor modification
can be implied. See Lobdell v. Miller, 114 Cal. App. 2d
328, 250 P.2d 357 (1952).

34. Kern’s fraud and misrepresentation claims are not
barred by res judicata. Kern did not impermissibly split
its causes of action. Restatement (Second) of Judgments
§ 26(1) (a) (1982); see Harbeson v. Parke Davis, Inc.,
746 F.2d 517, 520-21 (9th Cir. 1984).

35. Kern’s fraud and misrepresentation claims are not
barred by the applicable statutes of limitations. They
relate back to July 1, 1981 because they arise out of the
same conduct, transactions and occurrences as Kern’s
regulatory claim, Fed. R. Civ. P. 15(c), even if the latter
claim was itself time-barred, Santana v. Holiday Inns,
Inc., 686 F.2d 736 (9th Cir. 1982).

36. This Court finds for Kern, and against Tenneco,
on the Second, Third, and Fourth Causes of Action.

Laches

37. None of Kern’s causes of action is barred by
laches because all of them are legal in nature. See, e.q.,
American Insurance Co. v. First Savings & Loan Asso-
ciation, 434 S.W.2d 170 (Tex. Civ. App. 1968).

Damages

38. Kern lost refinery profits because of Tenneco’s
breach of regulations, breach of contract, fraud and mis-

T4a

representation. Lost profits resulting from violation of
the Mandatory Petroleum Allocation Regulations are re-
coverable under § 210(a) of the Economic Stabilization
Act of 1970, 12 U.S.C. § 1904 note. Lost profits resulting
from breach of contract are recoverable under U.C.C.
§ 2-718(2) (a). Lost profits caused by fraud and mis-
representation are recoverable under U.C.C. § 2-721 and
Cal. Civ. Code § 3343. See Roberts v. Ball, Hunt, Hart,
Brown & Baerwitz, 57 Cal. App. 3d 104, 128 Cal. Rptr.
901 (1976).

39. Because Tenneco did not rely on Kern’s request
to the DOE for 7,000 Tenneco barrels per day and be-
cause Tenneco suffered no detriment as a consequence of
that request, Kern is not estopped from claiming dam-
ages here. See Gulbenkian v. Penn, 252 8.W.2d 929 (Tex.
1952) ; Stanley Educational Methods, Inc. v. Becker CPA
Review Course, Inc., 536 F.2d 86 (5th Cir. 1976).

40. Kern does not have to prove foreseeability of dam-
ages to recover its lost profits on its regulatory claim.
In any event, Tenneco could reasonably foresee that Kern
would be damaged if Tenneco failed to sell the required
amounts of Yowlumne crude to Kern. It was not neces-
sary that Tenneco foresee the specific injury or specific
amount of harm. Barnard v. Compugraphic Corporation,
667 P.2d 117 (Wash. App. 1983); Dale Truck Line v.
R& M Well Servicing & Drilling Co., 286 S.W.2d 446
(Tex. Civ. App. 1956).

41. Even though the May 1977 contract contained a
90-day termination clause, Kern’s damages are not lim-
ited to those occurring within 90 days of the breach.
Tenneco did not terminate the contract until November
30, 1980, and Kern’s rights to damages based on breaches
prior to that date survive. U.C.C. § 2-106(3).

42. Kern’s damage calculation is not speculative or
uncertain. Each element of it is thoroughly documented
in the evidence. Damages for lost profits need not be

75a

proved with mathematical certainty, provided an award
has a rational basis in the evidence. Jay Edwards, Inc.
v. New England Toyota Distributor, Inc., 708 F.2d 814
(1st Cir.) , cert. denied, 464 U.S. 894 (1983) ; see Bigelow
v. R.K.O. Radio Pictures, Inc., 327 U.S. 251 (1963). In
any event, a party who breaks his contract cannot escape
liability merely because it is impossible for a plaintiff to
state or prove a perfect measure of damages. Southwest
Battery Corporation v. Owens, 115 S.W.2d 1097, 1099
(Tex. 1938).

43. The burden was on Tenneco to refute Kern’s
prima facie evidence of its damages. Cibro Petroleum
Products, Inc. v. Sohio Alaska Petroleum Company, 602
F. Supp. 1520 (N.D.N.Y. 1985), aff'd, No. 2-47 (TECA
July 10, 1986). Tenneco failed to meet this burden. Its
evidence did not sustain the positions asserted by Ten-
neco, and Kern’s countervailing evidence was more per-
suasive.

44, Evidence of the performance of Kern’s refinery
after the damage period is relevant and admissible to
show that Kern could have processed the non-delivered
Yowlumne crude. See Louis v. Mobil Oil Corporation,
438 F.2d 500 (8th Cir. 1971); Multivision Northwest,
Inc. v. Jerrold Electronics Corporation, 356 F. Supp. 207
(N.D. Ga. 1972).

45. Tenneco is collaterally estopped from arguing that
Kern would have had to pay any more than “upper-tier”
price for any Tenneco Yowlumne crude. Judge Real’s
Findings of Fact and Conclusions of Law in Case No.
81-0791 establish that the May 1977 contract required
Tenneco’s sales to Kern beyond the first 3,000 barrels
per day to be at upper-tier price.

46. Kern is entitled to rely upon the DOE grants of
exception relief to Kern for the entirety of fiscal 1980.
The fact that portions of those grants were retroactive
does not invalidate or modify Kern’s damage claim.

76a

Tenneco must take those orders as it finds them; it can-
not collaterally attack those DOE orders in this litiga-
tion. Callanan Road Improvement Company v. United
States, 345 U.S. 507 (1953); Adams v. Nagel, 303 U.S.
532 (1938). Moreover, as Tenneco was not a party to
the exception relief proceedings, it has no standing to
attack those DOE orders.

47. This Court’s order of October 11, 1985 that the
protective order prohibited Tenneco from disclosing to
the DOE confidential documents obtained in this litiga-
tion does not preclude Kern from relying on the DOE or-
ders granting it exception relief.

48. Tenneco’s defense regarding Kern’s alleged avoid-
ance of entitlements obligations supposedly arising from
crude oil transactions with third parties is irrelevant to
this litigation. Even if the DOE were to take action
against Kern in connection with those transactions, it
would do so in a separate remedial proceeding that would
have no effect on the exception relief orders Kern relies
on in its damage calculation. See USA Petroleum Com-
pany, 12 DOE { 82,503 (1984).

49. Tenneco’s accusations of illegality regarding Kern’s
transactions with third parties are irrelevant here for
the following additional reason: even if Kern owed en-
titlements as a result of those transactions, the amount
of exception relief for which Kern was eligible during
fiscal 1980 was large enough to cover the fiscal 1980 ob-
ligations associated with all crude refined by Kern, in-
cluding crude obtained in the alleged entitlements avoid-
ance transactions. As Tenneco conceded, in such circum-
stances Kern’s damage claim would be unaffected.

50. In any event, Kern’s transactions with third par-
ties did not violate the DOE regulations. Kern followed
the regulations, 10 C.F.R. § 212.131(b), correctly trans-
ferring certifications on direct sales and retaining them
when crude was exchanged. There is no evidence that
anyone miscertified the crude.

77a

51. Kern, in good faith, made commercially reason-
able efforts to mitigate its damages. Although its at-
temps at mitigation caused it further loss in four of the
twenty months of its damages, the test of proper cover is
whether at the time and place the buyer acted in good
faith and in a reasonable manner. It is immaterial that
hindsight may later prove that the method of cover used
was not the cheapest or most effective. U.C.C. § 2-712,
comment 2. The rule of mitigation of damages may not
be invoked by Tenneco, a contract breaker, as a basis for
hypercritical examination of Kern’s conduct or merely
for the purpose of showing that Kern might have taken
steps which seemed wiser or which would have been more
advantageous to Tenneco. S.J. Groves & Sons Company
v. Warner Company, 576 F.2d 524 (3d Cir. 1978). Con-
sequently, Kern’s damages cannot be reduced merely be-
cause its mitigation efforts in four months were unsuc-
cessful.

52. Kern is entitled to recover from Tenneco $16,761,639
in damages for lost profits.

Attorneys’ Fees

53. Under Texas law, Kern is entitled to recover its
attorneys’ fees and related costs incurred in prosecuting
its breach of contract claim. Tex. Civ. Prac. & Remedies
Code § 38 (1985). Such fees and costs also include those
incurred in connection with Kern’s claims for breach of
regulations, misrepresentation and fraud and its defense
of Tenneco’s counterclaims to the extent that those claims
are so inextricably bound to Kern’s breach of contract
claim that no distinction can be made between the legal
services rendered and costs incurred. Ortiz v. O.J. Beck
& Sons, Inc., 611 S.W.2d 860 (Tex. Civ. App. 1980).
Under the Texas law and Fed. R. Civ. P. 11, Kern is also
entitled to recover its attorneys’ fees and costs incurred
in defending against Tenneco’s post-trial motions heard
on August 4, 1986. Pursuant to Local Rule 16.10, Kern

78a

shall move for a hearing to determine the precise amount
to be awarded pursuant to this paragraph.

Interest

54. Kern was not required to pray for prejudgment
interest in its complaint. Fed. R. Civ. P. 54(c); Crown
Central Petroleum Corp. v. National Union Fire Insur-
ance Company, 768 F.2d 632, 638 (5th Cir. 1985).

55. Under Texas law, Kern is entitled to prejudgment
interest on its breach of contract claims. Cavnar v. Qual-
ity Control Parking, Inc., 696 S.W.2d 549, 553-54 (Tex.
1985); Crown Central Petroleum Corp. v. National
Union Fire Insurance Company, 768 F.2d 632 (5th Cir.
1985). Texas law gives this Court discretion to base its
awards of prejudgment interest on either a statutory or
an equitable basis. Larcon Petroleum, Inc. v. Autotronic
Systems, Inc., 576 S.W.2d 873, 879 (Tex. Civ. App.
1979). In light of the high interest rates that existed
between 1979 and the present date, this Court finds that
Kern is entitled to prejudgment interest on an equitable
basis. Accordingly, pursuant to Cavnar and Tex. Rev.
Civ. Stat. Ann. art. 5,069-1.05 § 2, Kern is entitled to
prejudgment interest in the amount of $12,836,980 (the
amount due as of January 15, 1986), plus additional
prejudgment interest computed at the rate of ten percent
from January 15, 1986 to the date of this decision, plus
post-judgment interest at the rate of 10 percent until
judgment is paid, all interest to be compounded daily.

56. Kern is also entitled to, and is hereby awarded,
prejudgment interest on its regulatory claim. The gen-
eral federal rule is that, in the absence of a statutory
provision, the award of prejudgment interest is in the
discretion of the Court. Oil, Chemical & Atomic Workers
International Union v. American Cyanamid Co., 546 F.2d
1144 (5th Cir. 1977). No statute regulates the award
of prejudgment interest on Kern’s breach of regulations
claim. Even though the amount of Kern’s damages was

79a

not liquidated, Kern’s loss would not be fully compen-
sated if it were confined to only the principal amount.
A distinction between cases of liquidated and unliquidated
damages in deciding whether to award prejudgment in-
terest is not a sound one. Funkhouser v. J.B. Preston
Company, 290 U.S. 163, 168-69 (1933) ; Miller v. Robert-
son, 266 U.S. 243, 258 (1924). The decision is one of
equity and discretion in the trial court, Eastern Airlines,
Inc. v. Atlantic Richfield Co., 712 F.2d 1402, 1408
(TECA), cert. denied, 464 U.S. 915 (1983); Gulf Oil
Company v. Dyke, 734 F.2d 797, 806 (TECA 1983),
cert. denied, 105 S. Ct. 173 (1984), and Kern is here
equitably entitled to prejudgment interest on its regula-
tory claim. In this respect, as in all other aspects of
these findings and conclusions, Tenneco should not be
allowed to profit from its own wrongdoing. Interest is
awarded to Kern in the amount of $15,180,303 (the
amount due as of January 15, 1986), plus prejudgment
interest on $16,761,639 damage award as may accrue
from January 15, 1986 until date of this judgment, com-
puted in accordance with 28 U.S.C. § 1961.

57. Kern shall be entitled to post-judgment interest,
computed in accordance with 28 U.S.C. § 1961, on the
damage award, all attorneys’ fees and costs awarded, all
prejudgment interest awarded and all costs of action
awarded, from the date of this judgment until payment.

Tenneco’s Fraud Counterclaim

58. A purchaser cannot by oral statement waive in ad-
vance, its regulatory right to a continuing supply of crude
oil. 10 C.F.R. § 211.63(d); see also Giant Industries,
supra; Arizona Fuels Corporation, supra. Kern did not
represent to Tenneco that Kern would refrain from as-
serting a violation of regulatory supply obligations, and
even if such representations had been made, there would
be no effect on either Kern’s regulatory or contract
claims.

80a

59. This Court finds for Kern, and against Tenneco,
on Tenneco’s Fourth Counterclaim.

Judgment

61. Judgment is to be entered in favor of Kern and
against Tenneco on the First, Second, Third, Fourth,
Fifth, Sixth and Seventh Causes of Action of Kern’s
Consolidated Second Amended Complaint and in favor of
Kern against Tenneco on Tenneco’s Fourth Counterclaim
(Tenneco’s other counterclaims having already been dis-
missed and/or judgment thereon having already been
granted in favor of Kern). Said judgment is a final order
under Fed. R. Civ. P. 54(b).

DATED 10 Oct., 1986

/s/ Laughlin E. Waters
THE HONORABLE LAUGHLIN E. WATERS
Judge, United States District Court

Submitted September 5, 1986 by:

RICHARD E. SHERWOOD
SUZANNE F. DUFF
VERA P. PARDEE
O’MELVENY & MYERS

/s/ Suzanne F. Duff
SUZANNE F. DuFF

Attorneys for Plaintiff and
Counter-Defendant Kern Oil &
Refining Co.

a ee a

8la

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

Case Number CV 81-3253 LEW (KX)

KERN COUNTY REFINERY, INC.,
Plaintiff (s)
Vs

TENNECO OIL Co.,
Defendant(s)

NOTICE OF ENTRY

TO THE ABOVE NAMED PARTIES AND TO THEIR
ATTORNEY (S) OF RECORD:

You are hereby notified that findings of fact & conclu-
sions of law after trial in the above entitled case was
entered in the docket on 11/24/86 under seal.

CERTIFICATE OF MAILING

I, Clerk of the United States District Court, Central
District of California, and not a party to the within ac-
tion, hereby certify that on 11/24/86, I served a true
copy of this notice of entry on the parties in the within
action by depositing true copies thereof, enclosed in sealed
envelopes, in the United States Mail in the United States
Post Office mail box at Los Angeles, California, addressed
as follows:

O’MELVENY & MYERS
400 S. Hope Street
Los Angeles, CA 90071

ROBERT D. SACK

GIBSON, DUNN & CRUTCHER
9 West 57th Street

NY, NY 10019

82a

GIBSON, DUNN & CRUTCHER
333 S. Grand Ave.
Los Angeles, CA 90071

J. MICHAEL HENNINGAN,ETC.
HENNIGAN & MERCER

611 W. 6th Street

28th Floor

Los Angeles, CA 90017

JOHN MATHIS
1701 Pennsylvania Ave., N.W.
Washington, D.C. 20006

LARRY L. SIMMS
1050 Connecticut Ave., N.W.
Washington, D.C. 20536

RALPH J. MAYNARD
POB 2511
Houston, TX 77001

Clerk, U.S. District Court

By /s/ [illegible]
Deputy Clerk

83a
APPENDIX K

UNITED STATES DISTRICT COURT
FOR THE CENTRAL DISTRICT OF CALIFORNIA

Nos. CV-81-3253 LEW (Kx) &
82-6875 LEW (Kx)

KERN OIL & REFINING Co.,
Plaintiff,
We

TENNECO OIL COMPANY,
Defendant.

[Filed Jan. 31, 1984]

STIPULATION TO ENTRY OF
PROTECTIVE ORDER

Subject to the approval of the Court, plaintiff Kern
Oil & Refining Co. (“Kern’’) and defendant Tenneco Oil
Company (“Tenneco”) hereby stipulate and agree to the
entry of a protective order regarding the treatment of
confidential commercial information on the terms and
conditions set forth below.

1. Kern and Tenneco agree that all materials provided
by either party in the course of discovery in Case Nos.
81-3253 LEW (Kx) and 82-6875 LEW (Kx) (“these
cases”) shall be deemed to contain confidential commer-
cial information unless specifically designated by the
providing party as not containing such information.

84a

2. All such confidential materials provided by Kern to
Tenneco or by Tenneco to Kern in the course of discovery
in these cases shall be retained by counsel for Kern or by
counsel for Tenneco and shall not be disclosed or used by
such counsel, or by Kern or Tenneco, other than in con-
nection with these cases. For the purposes of this Order,
reference to counsel for Kern and counsel for Tenneco
shall mean the parties’ respective attorneys of record in
these cases.

3. Any such materials, copies of extracts therefrom,
or information therein may be disclosed only in connec-
tion with the litigation of these cases and only to attor-
neys employed by Kern or Tenneco, to employees, con-
sultants, or agents of Kern or Tenneco, or to witnesses in
these cases.

Such materials, copies of extracts therefrom, or in-
formation therein shall not be disclosed for any purpose
other than in connection with the litigation of these cases,
and, except pursuant to the procedures set forth in para-
graph 5, shall not be disclosed to any person or entity
other than those stated above.

4. With the exception of attorneys employed by Kern
or Tenneco, each person to whom disclosure is to be made
shall, before disclosure is made to him or her, acknowledge
in writing that he or she is familiar with the terms of
this Order and that he or she agrees to be bound thereby.
All such written acknowledgements shall be maintained
by the attorney making the disclosure and shall be avail-
able for inspection and copying upon request by counsel
for either party in these cases.

5. If an attorney for either Kern or Tenneco desires
to disclose any confidential materials, copies of extracts
therefrom, or information therein to any person who is
not specifically authorized to have access to such mate-
rials, extracts, or information pursuant to paragraph 3,

85a

the attorney must first disclose to whom he desires to
give or disclose the materials, extracts, or information,
and must obtain the written consent of the attorney for
the providing party, which consent shall not be unreason-
ably withheld. If such written consent is not given within
ten days after the request is made, the requesting party
may move the Court for an order permitting the dis-
closure.

6. In connection with any submission made by Kern
or Tenneco to the Court in these cases which contains con-
fidential materials, the submitting party shail enclose the
submission in a sealed envelope marked with the caption
of the case and with the statement that confidential mate-
rial under protective order is contained therein. The
Clerk of the Court shall file and maintain the submission
in the sealed envelope, to be opened only on direction of
the Court.

7. The foregoing restrictions on disclosure and the use
of confidential information shall not apply to documents
and information which, at or prior to disclosure thereof,
is or was public knowledge, or which becomes public
knowledge as a result of publication by one having the
unrestricted right to do so, or which the providing party
designates as not confidential for any reason.

8. Within a reasonable time after completion of these
cases, the originals and any copies of confidential mate-
rial covered by this order shall be returned to the provid-
ing party or shall be destroyed, and a verified statement
confirming the destruction shall be supplied by counsel
for the opposite party.

9. The parties’ agreement to this Order is evidenced by
the signatures of counsel affixed hereto.

86a

DATED: 1-26-84 /s/ John P. Mathis
JOHN P. MATHIS
Kirk K. VAN TINE
CHARLES B. MCDONALD
BAKER & BOTTS

DATED: 1-27-84 /s/ Elizabeth A. Grimes :
R. RANDALL HUFF 4
ELIZABETH A. GRIMES ;
GIBSON, DUNN & CRUTCHER :
Attorneys for Defendant
Tenneco Oil Company

DATED: 1-27-84 /s/ John P. Lenich
RICHARD E. SHERWOOD
JOHN P. LENICH
SUZANNE F. DUFF :
O’MELVENY & MYERS |
Attorneys for Plaintiff 5
Kern Oil & Refining Co.

ORDER
IT IS SO ORDERED.
DATED: 31 Jan 84

/s/ Laughlin E. Waters
LAUGHLIN E. WATERS |
United States District Judge 4

87a
APPENDIX L

PERTINENT CONSTITUTIONAL PROVISION
AND RULES

The First Amendment to the United States Constitu-
tion provides, in pertinent part, that ‘Congress shall
make no law * * * abridging the freedom of speech, or
of the press, or the right of the people * * * to petition
the Government for a redress of grievances.”

Rule 26(c) of the Federal Rules of Civil Procedure
provides, in pertinent part:

(c) Protective Orders. Upon motion by a party or
by the person from whom discovery is sought, and for
good cause shown, the court in which the action is
pending * * * may make any order which justice re-
quires to protect a party or person from annoyance,
embarrassment, oppression, or undue burden or ex-
pense, including one or more of the following:
(1) that the discovery not be had; (2) that the dis-
covery may be had only on specified terms and con-
ditions, including a designation of the time or place;
(3) that the discovery may be had only by a method
of discovery other than that selected by the party
seeking discovery; (4) that certain matters not be
inquired into, or that the scope of the discovery be
limited to certain matters; (5) that discovery be con-
ducted with no one present except persons designated
by the court; (6) that a deposition after being sealed
be opened only by order of the court; (7) that a
trade secret or other confidential research, develop-
ment, or commercial information not be disclosed or
be disclosed only in a designated way; (8) that the
parties simultaneously file specified documents or
information enclosed in sealed envelopes to be opened
as directed by the court.

If the motion for a protective order is denied in
whole or in part, the court may, on such terms and

88a

conditions as are just, order that any party or person 7
provide or permit discovery. i

Rule 52 of the Federal Rules of Civil Procedure pro-
vides, in pertinent part:

Findings by the Court

(a) Effect. In all actions tried upon the facts
without a jury or with an advisory jury, the court
shall find the facts specially and state separately its
conclusions of law thereon, and judgment shall be
entered pursuant to Rule 58 * * *.

(b) Amendment. Upon motion of a party made
not later than 10 days after entry of judgment the
court may amend its findings or make additional
findings and may amend the judgment accordingly.
The motion may be made with a motion for a new
trial pursuant to Rule 59. * * *

Rule 59 of the Federal Rules of Civil Procedure pro-
vides, in pertinent part:

New Trials; Amendment of Judgments

(a) Grounds. * * * On a motion for a new trial
in an action tried without a jury. the court may open
the judgment if one has been entered, take additional
testimony, amend findings of fact and conclusions of
law or make new findings and conclusions, and direct
the entry of a new judgment.

(b) Time for Motion. A motion for a new trial i
shall be served not later than 10 days after the entry
of the judgment.

* * * *

(e) Motion to Alter or Amend a Judgment. A ;
motion to alter or amend the judgment shall be
served not later than 10 days after entry of the
judgment.

89a
APPENDIX M

RULE 28.1 STATEMENT

Tenneco Oil Company is wholly-owned by Tenneco Cor-
poration, which is wholly-owned by Tennessee Gas Pipe-
line Company, which in turn is wholly-owned by Tenneco
Inc. A complete listing of all subsidiaries and affiliates of
Tenneco Inc. follows:

TENNECO INC. AND
SUBSIDIARIES AND AFFILIATES

As of May 31, 1988

TENNECO INC. (Delaware)

Tenneco Management Company (Delaware) ........................ 100%

Tennessee Gas Pipeline Company (Delaware) 00... 100
Agricultural & Industrial Management, Inc. (Dela-

I a Oe iiasdanlededinnniess Same
Albright & Wilson Americas Inc. (Delaware) 00... 100
Cremrten, Inc. (Louisiana) 000000000... 100
Brake-Pro Systems Inc. (Delaware) 100
DeKoven Manufacturing Co. (Wisconsin) ...................... 100
East Tennessee Natural Gas Company (Tennessee) ........ 100
Eastern Insurance Company Limited (Bermuda) .......... 100
ERCO Industries Inc. (Delaware) 100
Intake Water Company (Delaware) 100
Kern River Corporation (Delaware) ......... 100

Kern River Gas Transmission Company (Texas
General Partnership) (Kern River Corporation
has 50% ownership as General Partner and Wil-
liams Western Pipeline Company, an unaffiliated
company, has 50% ownership as General Part-
ner)
Kern River Gas Supply Corporation (Delaware) ............. 50
(50% ownership by The Williams Companies, an out-
side company)
Kern River Service Corporation (Delaware) ................... 50
(50% ownership by The Williams Companies, an out-
side company)
Land Ventures Inc. (Delaware) 100
Lorneterm LNG Limited (Canada) 100

Midwestern Gas Marketing Company (Delaware) ........... 100

90a

Midwestern Gas Transmission Company (Delaware)...
Viking Gas Transmission Company (Delaware).......
Monroe Auto Equipment Company (Delaware)................
E-Z Ride Shock Absorber Company (Michigan) .....
McPherson Struct Company Inc (Delaware) ...........
Monroe Argentina S.A.I.C. y F. (Argentina) ........
Monroe Auto Equipement France S.A. (France) ...
Regal Ride Shock Absorber Company (Michigan) ...
Sudinpar Holding Etablissement (Liechtenstein )......
Tenneco Automotive Foreign Sales Corporation
Limited (Jamaica) .
Tenneco Automotive International ‘Sales ‘Corpora-
SR CP IIED sicuiiesissncisttgnnetnisanncnmntininisinten
Tenneco Automotive Japan Ltd. (Japan) ..... oe
New Tenn Company (Delaware) ......................--.--::--0-esss++
Northeastern Gas Transmission Company (Delaware) ......
Tenneco Alaska, Inc. (Delaware) ........................0---2-0--000
Tenneco China Trade Inc. (Delaware) ..
Tenneco United Company (a Texas General Part-
nership)
(Tenneco China Trade, Inc. has 50% owner-
ship and Indamerica International, Inc., a
California corporation, has 50% ownership.)
Tenneco Coal Company (Delaware) ................-..-..-----------
Tenneco Communications Corporation (Delaware) .......
Tenneco Corporation (Delaware) .................2...-.---0:eeee-+-++--
Bloor Automotive Inc. (Delaware) ... ra
Discoverer Services, Inc. (Delaware) . Pos eee
Blue Flame Gas Corporation (Delaware) .................
Channel Industries Gas Company (Delaware) .......
Collins Pipeline Company (Delaware) ................ ............
Columbine Casualty Company (Colorado) ...............
G & T Pipeline Company (Delaware) ...................
Kern County Land Company (Delaware) .................
J. I. Case Company (Delaware)..........................
The Case Company (Wisconsin) .
Case Engine Holding Company, Inc. (Del-
aware)
Consolidated Diesel Company (North
Carolina Partnership) . tee i
(Case Engine Holding ‘Company,
Inc. (Delaware) has 50% owner-
ship as General Partner and
Cummins Engine Holding Com-
pany, Inc. (Indiana), an unaffili-
ated company, has 50% owner-
ship as Genera! Partner)
Consolidated Diesel, Inc.
fe

100%
100
100
100
100
100
100
100
100

98

100
100
100
100
100
100

9la

Case Ventures Corporation (Delaware)...
Hay & Forage Industries (Kansas
5g, ) EE ERR OEY LA aE ter moe
(Case Ventures Corporation
(Delaware) has 50% ownership
as General Partner and Hesston
Ventures Corporation (Kansas),
an unaffiliated company, has 50%
ownership as General Partner)
Grand Detour Plow Company (Wiscon-
MOR} © csndiiieieiinitee de ee ee eae,
Kase, S.A. De C.V. (Mexico) .............
J. I. Case Argentina, S.A. (Argentina).
J. I. Case Credit Corporation (Wiscon-
SEED unssibinmaddthiensdthe cid einibeldaee coe
J. I. Case International, S.A. (Venezuela) .
J. I. Case Leasing Corporation (Wiscon-
WUD siiieesidiscatataneciarhaaisbebitches tla Siaiealig rela
J. I. Case Mfg. Company, Inc. (Wyo-
kurt eT Roe hp it eRe RA ew Me nay me te
J. I. Case Threshing Machine Company

Steiger Tractor, Inc. (Delaware) . oe
Integrated Technical Systems, Inc.
i. , & ) GRRE eer Ue eee
Steiger Australia Ltd. (North
| i eG AA Sel) RIE exes Bee et
Steiger Financial Corp. (Pty)
ee |) eee terre
Steiger Canada Ltd. (Canada) _.._.
Steiger Credit Company (North
Dakota) ST A tee a ee
Steiger Credit Canada Ltd. (Can-
GN SEE Ka ac GY
Steiger International, Ltd. (Guam)...
Tenneco Canada Inc. (Ontario) ................
Albright & Wilson Americas Inc.
teeter) oats Be ae ae ae
Dunville Mining Co. Limited (AI-
I a a io a Bie «Ls
Electric Reduction Sales Co., Ltd.
(Canada)
ERCO Industries of Canada Limited
(Canada)

J. I. Case do Brasil & Cia. (Brazil)...
Case Capital Assets Management
S/C Ltda. (Brazil)

100%

50

92a

Monroe do Brasil Industria e
Comercio Ltda. (Brazil)
Monroe Auto Pecas S.A.
(Brazil) ......
Productora Andina de Acidos y Deri-
vados Ltda (Colombia) .......
Tenneco Credit Canada Corp.
fF ReeREA RT CAE eae nee
Tenneco West, Inc. (Delaware) ............00000.......
Boquillas Cattle Company (Arizona)...
Kern County Land Company, Inc. (Cali-
SOUGIED sccctniecctidintenitenicnttibiasiantatidin.
Tenneco Realty Development Corporation
(Delaware ) te.
Tenneco Arizona Property Corpora-
tion (Arizona) . ,
LHC Pipeline Company ( Delaware) lala
Marlin Drilling Co., Inc. (Delaware) ....................
Bluefin Supply Company (Delaware) ..............
Marlin International Drilling Company (Dela-
COUT. ccusinitnienncieniianinaeseataae hiatal iicialinenisiiins
Marlin Colombia Drilling Co., Inc. (Cay-
may Islands)
Marlin Colombia Drilling Co. Ine.
(Delaware) .....................
Marlin-West Drilling Co., Inc. (Delaware)....
Mitchell Supreme Fuel Company (Delaware)........
Petro-Tex Chemical Corporation (Delaware) ........
State Gas Pipeline Comnany (Delaware)
SWL Security Corp. (Texas) ..............................0..<0.
T & M Terminal Company (Delaware) ....................
TGP Corporation (Delaware)
THC Pipeline Company (Delaware) ___.......
Tenneco Automotive Retail Service Systems, Inc.
(Delaware) er ai aaa
Tenneco Aviation Limited (Delaware) . ical itidiiatnc
Tenneco Credit Corporation (Delaware) ................
Counce Limited Partnership (Texas Limited
Partnership) (Tenneco Credit Corporation
has 95% ownership as Limited Partner and
Tenneco InterAmerica Inc. has 5% owner-
ship as General Partner)
Counce Finance Cornoration (Delaware)
Tenneco Storage Limited Partnership (Louisi-
ana Limited Partnership) (Tenneco Oil
Company has 50% ownership as General
Partner and Tenneco Credit Corporation
has 50 % ownership as Limited Partner)
Tenneco Storage Canital Corporation
(Delaware)

100
100
100
100

100

100

100

93a

Tenneco Cogeneration Development Company (Del-

IIIS ~-scteisictecassiacannsiinilitdinceabsapnidiatianlioniapstginesnthnnnicsnntacies
Tenneco Insurance Ventures Ine. (Delaw are)
pM ERAN LIT Re NCE ena
Tenneco InterAmerica Inc. (Delaware)

Counce Limited Partnership (Texas Limited
Partnership) (Tenneco InterAmerica Inc.
has 5% ownership as General Partner and
Tenneco Credit Corporation has 95° own-
ership as Limited Partner)

Counce Finance Corporation (Delaware)

LIG Chemical Company (Louisiana)

Louisiana Intrastate Gas Corporation (Louisi-
ana) .

Newport News Shipbuilding and Dry Dock
Company (Virginia)

Asheville Industries Ine. (North Caro-
lina) Nie

Greeneville Metal Manufacturing, Inc.
(Virginia)

The James River Oyster Corporation
(Virginia)

Newport News Industrial Corporation
I

Newport News Industrial Corporation
of Ohio (Ohio)

Newport News Reactor Services, Inc.
(Virginia) sabe

Sperry Marine Inc. (Delaware)

Sperry Marine - Asia Inc. (Virginia)

Packaging Corporation of America (Dela-
ware)

The Corinth and Counce Railroad Com-
pany (Mississippi)
Economy Printing & Lithographing Co.
(Texas)
Alean Ekco Limited (United Kingdom)
A/S Haustrup-Ekco Aluminum-Emballage
(Denmark)
Plus Pack AB Svenska Haustrup-
Ekco (Sweden)
Plus Pack A/S (Norway)
Plus Pack GmbH (Austria)
Plus Pack GmbH (Switzerland)
Ekco N.V. (Belgium)
Ekco S.A.R.L. (France)
Ekco S.A.R.L. (France)
Middleton Brokerage Co., Inc. (Califor-
nia) .

100%
100
100
100

94a

Toyo Ekco Company, Ltd. (Toyo Ekco
Kubushiki, Kaisha) (Japan) .........
Skogstre A/S Norway) .
Western Packaging, Inc. (Colorado)
Tuscaloosa Pipeline Company (Louisiana)
Tenneco Minerals Company (Delaware) ................
Prometheus Minerals (Canada) Ltd. (Can-
| RONG TS SRA BFS ea
Tenneco Minerals Company of Australia, Inc.
I a emia
Windy Point Minerals, Ltd. (Canada) ............
Tenneco Oil Company (Delaware) ........................
Caldyne, Inc. (Delaware) .......................-....0000-
FC Marine Inc. (Delaware) .............................
(Skips A/S Tudor owns 25%)
Argosy Offshore Ltd. (Texas Limited
Partnership)
(FC Marine Inc. has 1% ownership
as General Partner; Houston Oil and
Minerals Corporation has 74% own-
ership as Limited Partner; and Skips
A/S Tudor (Norway) has 25% own-
ership as Limited Partner)
Greene’s Propane Gas Corporation (Georgia)
Houston Oil & Minerals Corporation (Nevada)
Argosy Offshore Ltd. (Texas Limited
Partnership)
(FC Marine Inc. has 1% ownership
as General Partner; Houston Oil and
Minerals Corporation has 74% owner-
ship as Limited Partner; and Skips
A/S Tudor (Norway) has 25% own-
ership as Limited Partner)
Houston Oil & Minerals Exploration Com-
pany (Texas)
Houston Oil International, Inc. (Texas)
HOCOL, S.A. (Cayman Islands)
Agencias Petroleras, Ltda.
(Colombia)
Case Poclain S.A. (France)
Establissement Lacroix S.A.
(France)
Establissement L. Bouilloux
S.A. (France)
Poclain Italiana SpA
(Italy)
Societe Francaise Immobi-
liere Franim (France)
J. I. Case GmbH (Germany)

50%

50
100
100
100

100
100
100
160

100
75

100
100

100
100
100

100
78

100
98
99

100
100

ee eee ee -

95a

Tenneco Espana S.A. (Spain) ... 100%
Tenneco Oil Company of Ecuador,
S.A. (Cayman Islands) ....... 100
Tenneco Oil (Malaysia) S.A.
(Cayman Islands) _........ ast)
Tenneco Petrole Gabon, S.A.
(Cayman Islands) ...... ————
Houston Oil & Minerals of Colombia, Inc.

COED saciehaaicinsiiddecintiiciniestiiastinntitesttiiiniiamennanens 100
Houston Oil & Minerals of Dubai, Inc.

.0lUU initiahiaisalideitipincilinaiceeaathieh dials sincitasimnsceans 100
Houston Oil & Minerals of The Netherlands,

Bs I scscicDitriaininieticcsiainitanbidebibnitiatananieennen 100
Houston Oil & Minerals of Tunisia, Inc.

RTD iciictatilictesinitndciainniatilamtidnisiinats tine ntinanbiahannabdinn 100
Houston Oil & Minerals U.K., Inc. (Texas)...... 100
LaTerre Colombia, S.A. (Cayman Islands)...... 100
Tenneco Oil of Gabon, Inc. (Texas) .................. 100
Tenneco Oil & Minerals of UMM

pO ES eee 100

Houston Production Company (Texas) ..................-. 100
Houston Royalty Company (Nevada) ................--.... 100
I TR BD ikeccitinsaseisicicittinttnintinnoneceecsace 100
Tenneco Oil Trading Company (Texas)... 100
LaTerre Development Corp. (Delaware) ........ 100
LaTerre Petroleum (U.K.), Inc. (Delaware)... 100
pe _, EERNCOOO 51
Mont Belvieu Land Company (Delaware) .... 100
Multistate Oil Properties, N.V. (Netherlands

ee hiambiicliienietiigDeicasadameas:’ a

Operators, Inc. (Delaware) ...................ccs-00«-. 100

Ship Channel Chemicals Company (Delaware).. 100
TENN-USS Chemicals Company (Texas
General Partnership)
(Ship Channel Chemicals Company
has 50% ownership as General Part-

ner)
TENN-USS Chemicals Finance Cor-
poration (Delaware) ...................... 50

(100% ownership in TENN-USS
Chemicals Company, a Texas
Partnership in which Ship Chan-
nel Chemicals Company owns

50%)
Tenneco LaTerre, Inc. (Delaware) ................ 100
Tenneco Marine Services, Inc. (Delaware)... 100
Tenneco OCS Company, Inc. (Delaware) ........ 100
Tenneco Oil Pipeline Company (Delaware) .... 100

Tenneco Retail Service Company (Delaware) .. 100

96a

Tenneco Retail Service Company of Texas
PEIN. .cadctieauteaceldtaaiidoniagkaiehaapsnsesteksolundedsnennenn
Tenneco Storage Limited Partnership (Louisi-

ana Limited Partnership)
(Tenneco Oil Company has 50% owner-
ship as General Partner and Tenneco
Credit Corporation has 50% ownership

as Limited Partner)
Tenneco Storage Capital Corpora-
GEOEL CEPOTRWETG) ce cinccsccccssccntisssccenccscee
Viscosity Oil Company (Illinois) ........0....
Tenneco Oil Company of Nigeria (Delaware) ........
Tenneco Oil Company of Nigeria Unlimited
CRIED scchsacceehicdonacaianh cunanieihicscsentahectuererninacins
Tenneco Polymers, Inc. (Delaware) .....................+++
Tenneco Resins, Inc. (Delaware-in dissolu-
IAD: Siisntisvechtisiedertanbiidligaaenicaasasbaaensianenanene
Tenneco Eastern Realty, Inc. (New Jersey)..
Tenneco Synfuels Company (Delaware) ..............-.
Tennessee Overthrust Gas Company (Delaware)..

Tenngasco Corporation (Delaware) ...............

Creole Gas Pipeline Corporation (Louisiana) ..
Tenngasco Exchange Corporation (Delaware) ........
Tenngasco Gas Gathering Company (Delaware - in
PRR Te rr a! SIE rt i crs ne. Re
Tenngasco Gas Supply Company (Delaware) ........
HT Gathering Company (Texas) ....................
Oasis Pipeline Company (Delaware) ...............
Tenngasco Marketing Corporation (Delaware) ....
Walker Deutschland GmbH (Germany) —00.WW..........
West Africa Corporation (Delaware) ....................
Tenneco Oil Company of Nigeria Unlimited
CIID aici ehiclid siitdeehaerindadesteisepnideantiatiioonsunen
Tenneco Delta XII Gas Co. Inc. (Delaware) ........
Tenneco Energy Ltd. (Canada) ...0.......22.2......cecceeeeee
Tenneco Foreign Sales Corporation (U.S. Virgin
RNID iccuaddouancdeicish usdtcichslaadarak ocauesek tkniscledinhininabactinlonenacasns
Tenneco Gas Pipeline Group, Inc. (Delaware) .......00000.......
Tenneco Gas Marketing Company (Delaware) ..........
Tenneco Gas Transportation Company (Delaware)...
Tenneco Gas Services, Inc. (Delaware ) oo.ccccccccccccceceesccssces ove
Tenneco International Inc. (Delaware) ....................
A B Starla-Werken (Sweden) .20.....000000000.000.0.....
J. I. Case Sweden A.B. (Sweden) ............
Sara Gretes Cafeteria AB (Sweden) ....
Tenneco Transicol AB (Sweden) ............
Walker Nord AB (Sweden) oo... ccccsssn
Case Belgium Inc. (Delaware) 2000..........0..0.c000
BY CPR DDEREN Lert Sh Re ee

100%

Te ee Tee

eT Ee ee ear oy

97a

Case Traktoren GmbH (Germany) .................... 100%
Compania de Financiacion Case, S.A. (Spain).. 100
Etablissement Robert Bellanger, S.A.
CI a tacedicaeeeaanedrncceasicsnantinnanietenntncetovenes 100
Speedy Et Cie SNC (France)
Etablissement Robert Bellanger, S.A.
has 99% ownership and Speedy Inc.
has 1% ownership)
J. I. Case (Australia) Pty., Ltd. (Australia)... 100
J. I. Case Credit Corporation of Australia

les Mee Eg. ee 100

J. I. Case (Murray Bridge) Pty. Ltd.
re 100
J. I. Case Norge A/S (Norway) ........................ 100

J. I. Case Operations (Europe) Inc. (Dela-
I kr ccunie 100
a, a I ig I ceitierisedienpeliiieietincctesincnes 100

J. I. Case South Africa (Pty.) Ltd. (South
pS RIBIEECETROR S ae o e e 100
J. I. Case Sweden Inc. (Delaware) ..0000.......00000...... 100
Marine Systems SpA (Italy) ............ . 100
Monroe Australia Pty. Limited (Australia) . . 100
Wylie Superannuation Pty. Ltd. (Australia) .. 100
Omni-Pac GmbH (Germany) ..................................... 1
Bg OF RS ) ee eC e 97
Poclain do Brasil S.A. (Brazil) .20.................ses-e00-e 100

P.P.M. Guindastes Hidraulicos S.A. (Brazil).. 99
S.A. Paper Chemicals (Proprietary), Limited

CI I 60
S.A. Tenneco Belgium (J.I. Case-Monroe-Petro-
Tex-Sperry-Marine) N.V. (Belgium) ...... 100
International Harvester Company of Belgium
N.V. (Belgium) . ibe ee
Societe Anonyme Industrielle des. ‘Resines |
Bg BRP ISR ER RTE CO Cc Neel ene 100
SOUT TU. CEPOIRIIIIO) idan icnaieicescksdccensniccssesienacescce 100

Speedy Et Cie SNC (France)
(Speedy Inc. has 1% ownership and Etab-
lissement Robert Bellanger, S.A. has 99%

ownership)
Sperry Marine SARL (France) 20000000000... See 100
Tenneco Australia, Inc. (Delaware) ................2...--.. 100
Tenneco Automotive Trading Company (Dela-
i EN OO HI SPOTTY CSTE 100
Tenneco Deutschland Beteiligungs GmbH (Ger-
SID? siches steel inbicansstnteicatabbaeiaitatemib bribes bial s 100
Case Vibromax GmbH (Germany) ................ ........ 100

Case Vibromax GmbH und Co. (Ger-
many) 2

98a

Vibromax Australia (Pty) Ltd. (Aus-

I ain sith cenncsncacthienisannscaddipanidnnieene

Vibromax France SARL (France) ............

Vibromax SCI (France) ....................

Monroe Auto Equipment = teal GmbH

(Germany) . as

Omni-Pac Ekco GmbH (Germany) saiahastonahadsssiadt

Omni-Pac GmbH (Germany ) Serene

Omni-Pac ApS (Denmark)

Omni-Pac A.B. (Sweden)

Omni-Pac S.A.R.L. (France) ....................

Pit-Stop Auto Services GmbH (Germany)....

Poclain GmbH (Germany) ..................c.c...-esseees

Case Poclain GmbH & Co. (Germany) ....

Chance Gesellschaft Fuer Bauma-

chinau MbH ..

Sperry Marine GmbH (Germany) 0...

Vibromax France SARL (France) ieee

Vibromax SCI (France) .....................

Walker Deutschland GmbH (Germany) |...

Tenneco Egypt, Inc. (Delaware)

Tenneco Far East Exploration and Development

Company (Delaware)

Tenneco Great Britain Limited (United Kingdom)..

Tenneco Holdings B.V. (Netherlands) ....................

Tenneco Nederland B.V. (Netherlands) ........

Case Poclain GmbH & Co. (Germany) ....

Chance Gesellschaft Fuer Baumachi-

nau MbH (Germany) ......................

Case Vibromax GmbH und Co. (Ger-

many )

Vibromax Australia (Pty) Ltd. —

tralia)

Sperry Marine B.V. (Netherlands) .. ..........

Tenneco Transicol B.V. (Netherlands) ..

Tenneco Holdings Danmark A/S (Denmark)

Case Traktori Oy (Finland)

Finnwalker Oy (Finland)

J. I. Case A/S (Denmark)

Lydex A/S (Denmark)

Sperry Marine ApS (Denmark) 2000000000000...
Sperry Marine A/S (Norway) .

Tenneco International N.V. (Netherlands Antilles)

Tenneco International Trading Company (Dela-

ID taiinicistsccebeiaisnansedecentissibindinnisctaicshabidaiabestleiamaneninian

Tenneco Norge Inc. (Delaware)

Tenneco Norway Oil Company (Delaware) ............

Tenneco Offshore Netherlands Company (Dela-

ware)

100

100

100
100
100
100

99a

Tenneco Oil Company of the Bahamas (Delaware)..
Tenneco Oil Company of Colombia ew ie
Tenneco Oil Norway A/S (Norway) .
Tenneco Oil Company of Trinidad (Delaware) .
Tenneco Oil Cote d’Ivoire, Inc. (Delaware) ............
Tenneco United Kingdom Holdings Limited (Dela-
ware) ss
J. I. Case Europe Limited (Delaware) ..........
Case Credit Limited (United Kingdom)..
International Harvester Company of Great
Britain Limited (United Kingdom) ....
J. I. Case Europe Limited (a UK Com-
GLEE
Omni-Pae U.K. Limited (United Kingdom)....
Hartmann Fibre Limited (United King-
SSE
Tenneco Europe Limited Delaware) |...
Tenneco International Finance Limited
Nn scncuncncceace
Case Credits Limited (United Kingdom)..
Sperry Marine Limited (United King-
dom) . ae
Tenneco International Finance BV “(Neth-
Neen ssssdsencacsccccee
Tenneco International Holdings Limited
(United Kingdom)
Albright & Wilson Limited (United
EE EE
ACC (Fertilisers) Ltd. (United
Kingdom) ......
FCL Crop Protection, Ltd.
(United Kingdom) ..........0.........
Robt. Stephenson & Son, Ltd.
(United Kingdom) ....................
The Farmers Co., Ltd.
(United Kingdom) ............0........
Albright & Wilson A.B. (Sweden)....
Albright & Wilson A/S (Norway) ....
Albright & Wilson Asia (H.K.) Lim-
as
Albright & Wilson Pte Limited
A
Albright & Wilson Asia Taiwan Lim-
SE ED
Albright & Wilson Asia Trading
(Malaysia) Sdn Bhd (Malaysia)....
Albright & Wilson ESP Trustees Ltd.
(United Kingdom)

100a

Albright & Wilson Executive Pension
Trustees, Ltd. (United Kingdom) ....
Albright & Wilson GmbH (Austria)..
Albright & Wilson Intertrade Ltd.
(United, Rime tn) ic scisiicccccccascseccssans
Albright Wilson Chemicals (PTY),
ei 0 PAID 6 a. sc ancintnantansacnsiins
Albright & Wilson (Australia) Lim-
BOA recta
Albright & Wilson New Zea-
land Limited (New Zea-
ENS A ee
Albright & Wilson (Langley) Ltd.
(United Kingdom) .......................--.--
Albright & Wilson (Malaysia) SDN.
po eee
Albright & Wilson (Marchon) Pte.
Limited (Singapore) ........................
Albright & Wilson Match Phosphor-
ous Co. Ltd. (United Kingdom) ....
Albright & Wilson (Mfg.) Ltd.
Ch Bc 8) eae
Albright & Wilson Oils SDN BHD
OE TERT SO
Albright & Wilson Overseas Ltd.
Qa Bo) eae
Akulu Marchon (PTY) Ltd.
COUT DAE TIOR DY svsiccsicsaccsesceccn
Akulu Chemicals Coast
(PTY) Limited (South
SIND sai cia iio hicis cr siicicere
Akulu Chemicals (PTY)
Ltd. (South Africa)
Albright & Wilson Aps
IN a ctlddansens
Albright & Wilson BV
(Netherlands) ................... sakabees
Albright & Wilson GmbH
(ge eee ena
Albright & Wilson International
Finance BV (Netherlands)......
Albright & Wilson Ireland Ltd.
S| RSRe Nae g PRIORI CER AO
Albright & Wilson Northern
Ireland, Ltd. (United
I i ececnatimiiscenitaaien
Ibex Ltd. (Ireland) ..............
Thawpit (Ireland) Ltd.
5 Rite cane oa ee

hon ea

10la

Albright & Wilson SpA (Italy).... 100%
Marchon Espanola S.A.

GUND cetinecenceccecmis 100
Marchon France S.A.

Ly. GIES Ec 100
Marchon Hellas Ltd.

CERIIED pebabrnbtaccyivechanciunene 100
Marchon Italiana SpA

<., Qe To es 100

Marchon Sud SpA (Italy).... 100
Polyphosphates Inc.

fy”) a ee 40
Albright & Wilson Pension
Investments Ltd. (England) .......... 100
Albright & Wilson Produtos Quimicos
A, WHI ilochesidincsncsniiaciiciserasanane 100

Albright & Wilson Resins and
Organics Limited (United
i LA SE SEE 100
Albright & Wilson (Sandwell) Ltd.
jl gt _) SSR eraP I 100
E. P. Potter & Co. Ltd. (United
ae a 100
Albright & Wilson Staff Pension ;
Trustees Ltd. (United Kingdom).... 100
Albright & Wilson Works Pension
Trustees Ltd. (United Kingdom).... 100
Albright & Wilson Dentifrice
Phosphates Sdn. Bhd. (Malaysia).. 100
Albright, Morarji and Pandit

pt |, RE ee 39.9
Astoria Shipping & Transport Co.,

Ltd. (United Kingdom) .................. 100
Butler (1843) Ltd. (United King-

Sete ERIE RE AL TT STE Se OE TER 50

(50% owned by Petrofina (U.K.)
Limited a non-Tenneco company
Arndale Fuels Ltd. (United

eS ee 100
Butler Oil Products Ltd. (United

Se ee 100
Croft Oils Limited (United King-

© Rept SE En Ee 100
Elston Oils Limited (United

Kingdom) ......... Se EM Seen en 100
Gough Oils Limited (United
Kingdom) ..... 100

John Oils Limited (United King-
Se erie a 100

102a

Cambray Ltd. (United Kingdom)...... 100%
Clifford Christopherson & Co., Ltd. :
(United BRUGES Kcrisictiionnns 100
Cumbria Trading Co., Ltd. (United
Kingdom) 100
Detergent Chemicals Limited (United
} 6 AR OnE ees Sas Saree ennea 100
Electropol Ltd. (United Kingdom).... 100
General Phosphates Co. Ltd. (United ;
| ct a neanee Chere news thet Te Oe 100% :
Mallison Feeds, Ltd. (United :
TR aioe ictcthcecscsiditaninaniashontincinis 100 4
Marchon Products, Ltd. (United :
TINIE: & scicecsiiia tec tieetiidabianienantennasanseaen 100
Mays Chemical Manure Co., Ltd.
(United Kingdom) .......................... 100
Mortimer Investment Co. Limited ;
(United Bilmedemh) ..n...0..sccccccccs..-.. 100 f
Proban Ltd. (United Kingdom) ........ 100 :
The Scottish Chemical Co., Ltd.
(Unites Rinse) 100
Solway Chemicals, Ltd. (United
TN iat ietetntccetaben 100
Tenneco Malros Ltd. (United (i
TD iii ct ctelebtais ceendinnen 100 j
Tenneco Organics Ltd. (United
I ose hi ciibinn ckeecwnan: 100 4
Compass Chemicals, Ltd. (United ;
PAM ines ecacickeatenien wi 100
Thomas Tyrer & Co. Ltd. (United 7
WEIS |. sisninintceeseesadsideaediasscsen .. 100 i
Case-Poclain Limited (United Kingdom)... 100 4
David Brown Tractors Limited (United i
MimgGeth) © xicicinnicitnniioaen 100 :
David Brown Tractors (Belfast) Ltd. ;
C Thee BE i rcesiecsevisonsennseences 100 ;
David Brown Tractors (Ireland) Ltd. ;
CTSA cnsccimendnnilbaicanaieniosansasabsseen 100 :
David Brown Tractors (Retail) Ltd. ;
(United Kingdom) ............0......-.-.----- 100
A. M. Exports Limited (United :
BTID sitedsdaienicaiistihbinsinicsstices 100
Poclain Limited (United i
as 100 i
Tractorwork, Limited (United King- ;
Gemht sa Sans 4

Harmo Industries Ltd. ‘(United Kingdom) . 100
Birmingham Filters Limited (United
Kingdom) .......... , 100

§
x
7
2
.
a
@

103a

Brames Limited (United Kingdom).. 100%
D. P. Miller & Sons Limited (United

ne snscenonnnen 100
Harmo Pressings Limited
(United Kingdom) .................. 100
Harmo Steel Co. Limited
(United Kingdom) .................. 100
Harmo Tubes Limited (United
I 100
F. Mould Limited (United
ELLE 100
F. Mould (Silencers) Limited
(United Kingdom) ................... 100
The Harmo Engineering Co. Limited
(United Kingdom) . 100
J. W. Hartley (Motor Trade) ‘Limited
(United Kingdom) 100
Fisher & Mould Limited (United
Kingdom) 100

Harmo Auto Services (Export)
Limited (United Kingdom).... 100
Harmo Auto Services Limited

(United Kingdom) ........0.0....... 100
Harmo Export Ltd. (United

SI 100
Harmo Filters Limited (United

a 100

Harmo Technical Development
Limited (United Kingdom).... 100
Steering & Suspension Limited
(United Kingdom) .................. 100
Karobes Limited (United Kingdom).. 100
Midland Trim & Equipment Ltd.

(United Kingdom) .................. 100
Houston Data Venture (U.K.) Limited
(United Kingdom -in dissolution) ....... 100
J. I. Case Company Limited (United
i cdmunnson 100
Monroe Auto Equipment U.K. Limited
(United Kingdom) ........ 100
Sperry Marine Limited (United ‘King-
| Ga hat ta A See 99
Tenneco - Walker (U.K.) Limited (United
ASCE Seal Aen 100
Tenneco West Limited (United
i 100
Thompson and Stammers (Dunmow) Limited
(United Kingdom) (in liquidation) ......... -—- 100

Tenneco United Kingdom, Inc. (Delaware) ............ 100

104a

Tractorwork Iberica, Inc. (Delaware) ......................
Universaltrac Beteiligungs GmbH (Germany)........
Intertractor Viehmann GmbH & Co.
OS ES St Oe

Intertractor A.G. (Switzerland) ................

Intertractor America Corporation
(Delaware) ae
Intertractor G.B. Ltd. (United Kingdom)..
Intertractor Italiana S.R.L. (Italy) -.........
I i ccsedanccaisem
Walker Europe, Inc. (Delaware) ....... :
Walker Norge A/S (Norway) 200...2.......22.....2220..-2esce00
DOMMOCO LaIWG TOG. CERCA UATO) caceccnccccccctcscccccccccenssccnsecsecs
Tenneco Norway LNG Inc. (Delaware) .........22...2.....2.2000+-
Tenneco Realty, Inc. (Delaware) ............................220c.000.
First National Services, Inc. (Delaware) .................
Inmobiliaria Belgrado, S.A. (Mexico) .2.......0............
Ten Ten Travis Corporation (Delaware) ................
pa gy ERS ee
Tennessee Gas Building Corporation (Delaware)....
oy Sere
Tenneco Shale Oil Company (Delaware) ..........................
Tenneco SNG Inc. (Delaware) .... bias
Tenneco Trinidad LNG, Inc. (Delaware) ........................
Tenneco Turkiye, Inc. (Delaware) 0.0... ccc ccccccceccseseeee eee
Tennessee Gas Marketing Company (Delaware) ............
Tennessee Gas Transmission Company (Delaware) ......
Tennessee Iroquois Gas Company (Delaware) ................
Tennessee Niagara Gas Company (Delaware) ................
Tennessee Ozark Gas Company (Delaware) ...................-
Tennessee Storage Company (Delaware) 0.000.000.0002...
Tennessee Trailblazer Gas Company (Delaware) ..........
Walker Manufacturing Company (Delaware) ................
Walker Marketing Corporation (Wisconsin) ..................

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40385002_0126%3A1. Public record. Not legal advice.