Dimons Scalp! Defense Firm Scalp! JP Morgan - Scalped and Seered, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In fiscal year 2002, Rite Aid paid to J.P. Morgan Chase & Co. (‘‘J.P. Morgan’’), one of Rite Aid’s lenders and a beneficial owner of more than 5% of Common Stock, fees and other amounts in connection with the Company’s financing activities of $15.5 million. https://content.riteaid/riteaid/w-content/images/company/investors/anrpts/annual02.pdf ... 4.4 Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association, to the Indenture dated as of August, 1993 and Morgan Guaranty Trust Company of New York, relating to the Company’s 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 ... During fiscal 2002, the Company paid J.P. Morgan Chase & Co. (‘‘J.P. Morgan’’), one of the Company’s lenders and beneficial owner of more than 5% of the Company’s issued common stock, fees and other amounts in connection with the June 27, 2001 refinancing of $15,500. During fiscal 2001, the Company paid J.P. Morgan fees and other amounts in connection with refinancing activity of $20,500. Additionally, during fiscal 2001, J.P. Morgan and another financial institution participated in the refinancing of certain debt by purchasing $93,200 of 10.5% senior secured notes due September 2002 when the 5.5% notes matured in December 2000. In June 2000, certain lenders, including J.P. Morgan Ventures Corporation, an affiliate of J.P. Morgan, exchanged an aggregate of approximately $284,800 of their loans outstanding for 51,785 shares of common stock at an exchange rate of $5.50 per share. The law firm of Skadden, Arps, Slate, Meagher & Flom LLP provides legal services to the Company. A director of the Company is a partner of that law firm. Fees paid by the Company to Skadden, Arps, Slate, Meagher & Flom LLP were $2,866, $6,853 and $3,458 during fiscal 2002, 2001, and 2000, respectively and did not exceed five percent of the firm’s gross revenues for its fiscal years. ... Jacob J. Lew Whistleblower-Bounty US Treasury/OGC 1500 Pennsylvania Ave NW Washington, DC 20220 Mary Jo White Whistleblower-Bounty SEC Headquarters 100 F Street, NE Washington, DC 20549 Re: Welfare Fund Fixing and Laundering, WIC Chains Ms. White and Jack Lew, This informs of an enormous financial concern: chains’ fixed up regular retail shelf prices and false claims on Washington D.C.’s emergency-medical WIC funds. This passage from the Institute of Medicine explains WIC’s purpose: Groups served by WIC also are at increased risk of morbidity and mortality from virtually every disorder listed as leading causes of death in the United States. This direct evidence previews the problem: 4. W.I.C. items must be reviewed and priced at the high end. (Most W.I.C. items should be priced close to the amount printed on the coupons). … Q. Are those kinds of off invoice rebate allowances taken into account in computing the markup over invoice cost on a WIC item or category ….? A. No. Q. So you dont know what the real cost is, after backing out rebates? A. Not exactly. On this “two price point” problem, states allow chains’ to cross their own rules: WIC’s MADR rate is the maximum amount that may be redeemed and reimbursed. It is not the price chain vendors should use to set the shelf price. This paper explains how state capital hills have joined in hard core price crimes in the distribution of emergency well-fare funds to Federal Citizen moms, infants and kids. This showing is mainly based on evidence from a chain WIC item price fixing case - McCambell et al v. Ralphs et al., San Diego Court No. 703666. For independent verification, most evidence cited herein is lodged in San Diego’s Appellate court. ... WIC, Dietary Risk Assessment, Institute of Medicine (2002, National Academy of Sciences). Chain document number V17088. 07-29-99, Albertson’s/American Stores/Lucky Edward Heredia, at trial page 1976:21-1977:2. Chains’ William Gensemer, under oath at trial page 2545:23-2546:24. See 03-17-10 WIC Vendor Alert. ... a. Restraining Order Is Appropriate b. The Mock Trial, McCampbell v. Ralphs I. W.I.C., D.C.’s Medical Emergency Program W.I.C. exists to serve the medical health and security of millions of financially depressed pre and post natal mothers. WIC participant groups suffer high rates of morbidity, mortality and other medical illness due to nutritional deficiencies. WIC was established in 1972 due to its defined groups’ vulnerability to dietary insults - to prevent costly nutrition-related health problems. Nutritional status and dietary intake have both short- and long-term effects on the health of the woman and on the growth, development, and health of the fetus, infant and child. Groups served by WIC are at increased risk of morbidity and mortality from virtually every disorder listed among the leading causes of death in the United States (cardiovascular disease, cancer, diabetes, and digestive diseases). To mitigate and remedy its emergency medical objectives, D.C. transfers huge sums to each state. As fiduciaries, each state, in turn, is required to oversee the purchase, transport and deliver of dietary basics at defined competitive prices. b. Duty to Report, ABA Rule 8.3(a) When retail claims on WIC purchase and delivery funds are artificially inflated, less is available to serve program objectives. Thus, when one secures under oath confessions that in 1985 chains designed a pricing program to increase and stabilize WIC item prices, as I did in 1998 and 1999, a social duty to report triggers. When Doctors of Law conceal such details, an additional legal duty to report attaches: A lawyer who knows that another lawyer has committed a violation of the Rules of Professional Conduct that raises a substantial question as to that lawyers honesty, trustworthiness or fitness … shall inform the appropriate … authority. The information here disclosed was known and concealed by former colleagues in three retail chain WIC price fixing cases, Barela et al. v. Ralphs et al. , McCampbell and Chicago’s Baker and Campbell et al v. Jewel Food Stores et al. This information has never been presented in any court briefing or otherwise informally shared. Nor does it exist in any published material. It is an “original showing”. Active concealment explains this glaring void: • “Active concealment of facts and mere nondisclosure of facts may under certain circumstances be actionable without a fiduciary or confidential relationship. For example, a duty to disclose may arise without a confidential or fiduciary relationship where one alone has knowledge of material facts which are not accessible to another party to a transaction.” • “Even if a fiduciary relationship is not involved, a non-disclosure claim arises when one makes representations but fails to disclose additional facts which materially qualify the facts disclosed, or which render the disclosure likely to mislead.” • “The fact that a false statement may be obviously false to those who are trained and experienced does not change its character, nor take away its power to deceive others less experienced. There is no duty resting upon a citizen to suspect the honesty of those with whom he transacts business. Laws are made to protect the trusting as well as the suspicious.” II. The Law of Contract Price, Obligation State hills make no effort to negotiate a “competitive price” with any chain for serving WIC provisions. This elementary business process is routinely conducted in contracting out government services. It is regularly engaged by chains in providing the very WIC items served. Every state knows the law on this subject, but fails to regulate. Each simply pays out chains’ regular shelf prices, which numbers are keyed into WIC’s top reimbursement figures as opposed to some “reasonable markups” based paperwork. Allowing such pricing is a direct violation of contract’s law of price. The law of contract pricing (America’s Article 1:10 Contract Obligation) requires cost numbers to be put on paper (or otherwise available) before setting and charging or billing a price number. The paperwork consists of four core business bits: overhead costs, retail price (the markup), units expected to be sold and revenues. Costs Units Revs Price Chains require all WIC item suppliers to disclose this basic contract information. They do so to arrive at a “competitive price” and, thereby, agree upon a reasonable compensation for the goods. They do so consistent with the universal law of price” Add Costs Price Accordingly Chains’ use the law of contract price (and attendant paperwork) in negotiating a “competitive WIC item price”, aka, “the lowest price possible”. Testimony confirms: A. It was very important to me to make sure that the … cost of buying …, when you netted everything down, rebates moneys and whatever, …was the lowest that we could buy for. So Mr. Mooney came in and made an offer. He offered a huge lump sum to put these eggs in as part of the program. We explained to Mr. Mooney that we had to run it through a computer model to make sure that when you add back all of the costs, that the final cost of the egg, whatever the size might be, was the lowest that we could get. In assessing chains’ WIC item prices and claims, states undertake no like review. a. “Competitive Price”, Definition, Assessment States’ completely misuse the words “competitive prices” in published materials about their handling of WIC funds and chain claims. The phrase “competitive price” has always been a hotbed of dispute. Simple rules exist to test such representations. Whether a price is “competitive” can only be determined by inspecting overhead cost, markup and volume paperwork: “To estimate a ‘fair average compensation for labor’”…. Only after production and review can any “price” be qualified as “competitive”. No state here has ever done this, yet each publicly avers to have done so. The law governing the words “competitive price” is undisputed. It is textbook education, affirmed in a consistent line of binding “competitive price” authority: In a competitive situation, each seller will cut his price in order to increase his share of the market, and prices will ultimately stabilize at a competitive level -- i.e., price will equal cost, including a reasonable return on capital. Obviously, it would be to a sellers benefit to avoid such price competition and maintain prices at a higher level, with a corresponding increase in profit. There is a gaping hole in lay understanding on this subject. To fill this gap, what follows is a compressed, linear case passages applying the law of price to determine if a price tag is “competitive” or not. This “Competitive” or “not competitive” review defines the lane between “valid” as opposed to “invalid” or “declared illegal” contracts. i. Independent Cost Study Papers, or It’s Invalid A price charged or billed “must represent the result of a reasonable cost study endeavor by the parties to estimate a fair average compensation for lawful, useful time serving ….” The “independent cost study” is not merely part of a reasonable endeavor to estimate a fair compensation, it determines the presumed validity or invalidity the price attempted to be charged. “A business person/litigant seeking the benefits of a clause or (oral contract price) purporting to fix … a price tag must … prove the price tag or price clause is valid under the price facts … which then existed: it either put numbers on paper or it didn’t. (a) The Papers, Overhead, Salaries, Benefits “The price includes the pro rata cost of salaries, fringe benefits and overhead costs. Even city lawyers acknowledge that prices billed … are based on an overhead cost component, which amounts are known at the time of billing.” The sole inquiry, as declared to by the premier Gibson Dunn & Crutcher firm, is: “What costs are properly allocable to the price set and charged?” ii. Chain Seller’s Burden, Show The Papers ”The applicability of … any code … depends upon the actual facts not the words that may have been used in the contract.” “Under the … law, a price is not valid, meaning the price tag may not be legally charged or collected, unless it would have been impracticable or extremely difficult to fix the actual price … and the seller had made a reasonable cost study endeavor to estimate a fair average compensation …. “In the usual … case, the one who price tagged a service or good, the one accused of illegal pricing (called the defendant) bears the burden of establishing compliance with the textbook price economic laws of competition - pro-competitive price proof. b. Material Breach, Hiding Markup Numbers ... WIC, Dietary Risk Assessment, Institute of Medicine (2002, National Academy of Sciences). ABA Rule 8.3(a) Reporting On Professional Misconduct. Exhibit A, Barela, et al. v. Ralphs Grocery Company, et al., Civil Case No. BC070061 (L.A.). Exhibit B, 11-06-01 McCampbell et al. v. Ralphs et al. Case Opinion, San Diego App. Court. Exhibit C, 01-12-05 Baker v. Jewel Food Stores, Inc., No. 100095, 833 N.E.2d 1 (2005). La Jolla Village Homeowners’ Assn. v. Superior Court (1989) 212 Cal.App.3d 1131, 1151. Roddenberry v. Roddenberry (1996) 44 Cal.App.4th 634, 666. Boschma v. Home Loan Center, Inc. (2011) 198 Cal.App.4th 230, at page 249. Competitive Strategy, Techniques for Analyzing Industries and Competitors, Michael E. Porter, page 242 (1980 The Free Press). Chains’ Harold Rudnick, under oath at trial pages 3048:14-18. Garrett v. Coast & Southern Fed. Sav. & Loan Assn. (1973) 9 Cal.3d 731, 738-739. United States v. Container Corp., 393 U.S. 333 (1969). Garrett v. Coast & Southern Fed. Sav. & Loan Assn., 9 Cal.3d 731 (1973). Garrett v. Coast & Southern Fed. Sav. & Loan Assn. (1973) 9 Cal.3d 731, 738-739. Cook v. King Manor & Convalescent Hospital, 40 Cal. App. 3d 782 (1974). Collins v. City of Los Angeles, 205 Cal. App. 4th 140 (2012). 04-16-12 Ticketmaster-Gibson’s Dunn - Objector Declaration, page 1, paragraph 4. Cook v. King Manor & Convalescent Hospital, 40 Cal. App. 3d 782 (1974). Garrett v. Coast & Southern Fed. Sav. & Loan Assn. (1973) 9 Cal.3d 731, 738-739. National Soc. of Professional Engineers v. United States, 435 U. S. 679, 695 (1978). ...
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