Chap. 321.—An ACT to protect trade mark owners, distributors and the public

against injurious and uneconomic practices in the distribution of articles under

a distinguishing trade mark, brand or name; to authorize certain provisions

to be included in contracts relative to the sale or resale thereof; and to

provide remedies. [S B 126]
Approved March 27, 1936

1. Be it enacted by the General Assembly of Virginia, as follows:

Section 1. The following terms, as used in this act, are hereby
defined as follows:

First. “Commodity” means any subject of commerce, except meats
and meat products, meal, flour, bakery products, fresh and canned fish,
sea food, fresh and canned fruits and vegetables, coffee, tea, ice, sugar
and wearing apparel.

Second. ‘Producer’ means grower, baker, maker, manufacturer or
publisher.

Third. ‘‘Wholesaler” means any person selling a commodity other
than a producer or retailer.

Fourth. “Retailer’’ means any person selling a commodity at retail.

Fifth. ‘Resale’ means any sale made in the State of Virginia or
in any other state, or the District of Columbia, where contracts made
lawful by this act are valid, by a wholesaler or a retailer; and “‘to
resell’? means to make a “resale” as herein defined.

Section 2. No contract relating to the sale or resale of a com-
modity which bears, or the label or container of which bears, the trade
mark, brand, or name of the producer of such commodity and which
is in free and open competition with commodities of the same general
class produced by others shall be deemed in violation of any law of
the State of Virginia by reason of any of the following provisions
which may be contained in such contract:

(a) That the buyer will not resell such commodity at less than the
minimum price stipulated by the vendor.

(b) That the vendor will not sell such commodity:

(First) to any wholesaler, unless such wholesaler will agree not
to resell the same to any retailer unless the retailer will in turn agree
not to resell the same at less than the stipulated minimum price, and
unless such wholesaler will likewise agree not to resell the same to any
other wholesaler unless such other wholesaler will make the same agree-
ment as to resales and minimum prices with any wholesaler or retailer
to whom he may resell; or

(Second) to any retailer, unless the retailer will agree not to resell
the same except to consumers for use and at not less than the stipulated
minimum price.

Section 3. Such provisions in any contract shall not be deemed to
apply to a resale of commodities in the following cases:

First. In a bona fide closing out the owner’s stock in whole or
in part for the purpose of discontinuing business in the stock so sold.

Second. When the goods are damaged or deteriorated in quality,
by fire, smoke, water, or other cause than deliberate mutilation of label,
carton, container or package, and notice is given to the public thereof.

Third. When the goods are of a perishable character and there is
danger of spoilage, and notice is given to the public thereof.
Fourth. When goods are of seasonable character, and the customary
selling season has terminated, and notice is given to the public thereof.

Fifth. By any officer acting under the orders of any court.

Section 4. Any party to such a contract damaged or threatened
with damage by: (a) the breach or (b) the procurement of the
breach or (c) the interference with the carrying out, of any contracts
entered into in pursuance of this act, or (d) any other act whereby a
party to such contracts is or may be deprived of the benefits therefrom,
in addition to his remedy at law, shall be entitled on application to
relief by injunction, without being compelled to allege or prove that an
adequate remedy at law does not exist.

Section 5. This act shall not apply to any contract between pro-
ducers or between wholesalers or between retailers as to sale or resale
prices; Provided, however, that when a commodity is distributed by
more than one wholesaler, or more than one retailer, each of said whole-
salers or of said retailers may make or be a party to contracts stipulat-
ing minimum resale price established by the producer of such com-
modity as provided by this act.

Section 6. Every contract entered into in pursuance of this act shall
contain a provision that it may be terminated at the option of either
party thereto by giving to the other party at least sixty days’ previous
notice in writing of his desire and intention to terminate the same;
provided, however, that, with the approval of the producer of the com-
modity covered by the contract, a shorter notice of termination may
be prescribed.

Section 7. If any section, clause, sentence or paragraph of this act
shall be declared unconstitutional the remaining portions thereof shall
not be affected thereby but such remaining portions shall remain in
full force and effect.

Section 8. All laws or parts of laws in conflict with the provisions
of this act are hereby repealed to the extent necessary for the full
operation of this act.

Section 9. This act may be known and cited as the “Fair Trade
Act.”