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ANTITRUST COMPLIANCE AGREEMENT
This Antitrust Compliance Agreement ("Agreement") is made as of the 30th day of
October, 2002, by and between the Commonwealth of Pennsylvania, acting by the Attorney General
D. Michael Fisher, through the Antitrust Section, Strawberry Square, Harrisburg, Pennsylvania
17120 ("Office of Attorney General") and Indiana Real Estate Corporation d/b/a Multi-List of
Indiana Area (the "Multi-List"), a Pennsylvania corporation with its principal place of business at
200 South 7th Street, Indiana, Pennsylvania 15701,
INTRODUCTION
WHEREAS, the Office of Attorney General has conducted an investigation into anti-
competitive activities in the residential real estate sales market in the area of Indiana County,
Pennsylvania; and
WHEREAS, the Multi-List participates in the residential real estate sales market in
Indiana County, Pennsylvania; and
WHEREAS, the Office of Attorney General has discovered through its investigation
that certain of the Multi-List's practices and bylaws may not be in compliance with the antitrust
laws; and
WHEREAS, the Multi-List denies any unlawful activities and desires to voluntarily
modify such practices and bylaws to comply with the antitrust laws; and
WHEREAS, the level of detail in the substantive paragraphs in this Agreement is to serve
as a guide to antitrust compliance for the Multi-List. The level of detail does not infer that the
Office of Attorney General's investigation revealed conduct addressed by each and every
paragraph and subparagraph. Moreover, the level of detail should not be read to suggest that
conduct not addressed in this Agreement may not violate antitrust laws; and
THEREFORE, effective from the date set forth, the Multi-List agrees for itself,
its successors, assigns, officers, directors, employees, agents, representatives and all other
persons acting on its behalf, jointly or individually, directly or indirectly, or through any other
corporate or business device, as follows:
I. Membership
1. The Multi-List agrees that is, whether acting unilaterally or in concert or
agreement with any other person, shall not:
(A) Establish any initial membership fee in excess of the actual costs of new member
admission to the Multi-List;
(B) Urge or require a member or any other person to maintain an office in Indiana or any
other county or municipality as a condition of membership or publication of listings;
(C) Charge any unreasonable or discriminatory fees for use of the Multi-List's services;
said fees shall be equal on a per use basis for all members, whether or not stockholders of
Multi-List, its successor or assigns;
(D) Require that a member or any other person conduct any specified quantity or volume
of transactions as a condition of establishing or continuing membership;
(E) Establish or enforce any requirement for membership, which would prohibit or
discriminate based on affiliation or franchise with any person;
(F) Establish any moratorium on new memberships to the Multi-List service;
(G) Require, urge, recommend, or suggest that any applicant for membership or member
operate an office full-time or during customary or specified hours, or engage in real
estate brokerage full-time or during customary or specified hours;
(H) Adopt any policy or take any other action(s) that has the purpose or effect of
unreasonably discriminating against any prospective applicant, applicant or member that
is a new entrant in the market or new to the Multi-List;
(I) Require that ownership of stock or other interest in Indiana Real Estate Corporation,
its successors or assigns, be a prerequisite to membership in the Multi-List;
(J) Adopt any policy which restricts members from competing with the listing broker and
with each other to obtain listings or renewal of listings of properties;
(K) Refuse to make available or to furnish to any member in good standing any and all
services that Multi-List now or hereafter makes available or furnishes to any other
member in good standing.
(L) Refuse to admit to membership any person duly licensed by the appropriate
governmental authority to sell real estate in Pennsylvania as a real estate salesman or as a
real estate broker; provided, however, that the Multi-List may adopt and maintain
reasonable and nondiscriminatory written requirements for membership, not otherwise
inconsistent with the provisions of this Agreement.
II. Commissions
2. The Multi-List agrees that it, whether acting unilaterally or in concert or
agreement with any other person or persons, shall not:
(A) Fix, establish or maintain any rate or amount of commission or other fees for the sale,
lease or management of real estate;
(B) Urge, recommend or suggest that the Multi-List or any of its members or any other
person adhere to any rate or amount of commission or other fees for the sale, lease or
management of real estate;
(C) Adopt, suggest, publish or distribute any rate or amount of commissions or other fees
for the sale, lease or management of real estate; provided, however, that surveys and
studies may be conducted, published and distributed where not forbidden by Section II of
this Agreement;
(D) Conduct, publish or distribute, for a period of ten (10) years from the date of this
Agreement, any survey or study relating to rates or amounts of commissions or other fees
for the sale, lease or management of real estate or ranges thereof; and thereafter where
the purpose or effect of any such survey or study would be to fix, establish, stabilize or
maintain any rate or amount or ranges of commissions or other fees for the sale, lease of real
estate;
(E) Adopt, adhere to, maintain, enforce or claim any rights under any bylaw, rule,
regulation, plan or program which restricts or limits the right of any of its members or
any other real estate broker or agent in accordance with his own business judgment to
agree with his client on any commissions or fees for the sale, lease or management or real
estate;
(F) Take any punitive action(s) against any of its members where such action is based
upon the member's failure or refusal to adhere to any rate or amount of commissions or
fees for the sale, lease or management of real estate;
(G) Fix, maintain, suggest, or enforce any division, split, or ratio between a selling broker
and listing broker of commissions or other fees for the sale, lease or management of real
estate;
(H) Refuse to receive, process or distribute a listing of any real estate by any member of
the Multi-List because of the rate or amount of commissions or other fees for the sale,
lease, or management of real estate thereon;
(I) Boycott, agree to boycott, or threaten to boycott any person; and/or refuse to do
business with any person where such refusal would be contrary to or inconsistent with
any provision of this Agreement.
(J) Promulgate, establish, endorse, or allow any process or procedure in which
recommendations, requirements, guidelines, or suggestions for setting or establishing
commissions between the listing broker or any other person and the customer (seller of
real estate) except as permitted in Section VII;
III. Bylaws, Forms, Contracts
3. The Multi-List agrees that it shall:
(A) Eliminate from all its rules, bylaws, regulations, contracts and other forms, any
schedule of rates or amounts of commissions or other fees for the sale, lease or
management of real estate and any provision requiring or suggesting a fixed division of
such fees between a listing broker and a selling broker;
(B) Insert in all its rules, bylaws, regulations and other forms a statement, that rates of
commissions or other fees for the sale, lease or management of real estate shall be
negotiable between a broker and his client, provided, however, that MLIA is not required
to rewrite specific text on negotiability of commissions contained in forms supplied,
recommended or required by the Pennsylvania Association of Realtors and/or the
Pennsylvania Real Estate Commission;
(C) Amend its bylaws, rules and regulations and eliminate therefrom any provision which
is contrary to or inconsistent with any provision of this Agreement.
4. The Multi-List agrees that is shall not:
(A) Fix, require or maintain any implicit or explicit bylaw, form or other requirement
which urges, requires or induces its members to utilize one or more types of agency
relationship(s) with its member clients to the exclusion of any other agency
relationship(s) available under Pennsylvania law.
(B) After amendment of its bylaws, rules and regulations as aforesaid, adopt, adhere to,
enforce or claim any right under any bylaw, rule or regulation which is contrary to or
inconsistent with any of the provisions of this Agreement.
IV. Initial Membership Fee
5. The Multi-List agrees that no later than September 30, 2002, it shall remove all bylaw
provisions relating to an initial membership fee in excess of Two Hundred Fifty Dollars
($250.00), except as set forth herein:
(A) Within then (10) days of the date of this Agreement, the Multi-List may make a
written proposal to the Office of Attorney General of a new initial membership fee;
(B) The Multi-List shall document the actual costs of new member admission and
provide such documentation in its proposal above;
(C) Upon receipt of the approval of the Office of Attorney General, the Multi-List may
adopt the new initial membership fee. The Office of Attorney General will not
unreasonably withhold its approval, provided, however, that the Office of Attorney
General may request further documentation from the Multi-List before approving or
denying the new initial membership fee.
(D) For a period of ten (10) years from the date of this Agreement, if the Multi-List
desires to increase its initial membership fee, it shall follow the procedure in this section.
(E) Nothing in this Paragraph shall prohibit the Multi-List from adopting bylaws
requiring reasonable training requirements for new members, nor shall this Paragraph
prohibit the Multi-List from adopting bylaws requiring new members from paying actual
and reasonable costs for such training.
V. Notification
6. The Multi-List agrees that it shall mail within sixty (60) days of the date of this
Agreement, a copy of this Agreement to each of its members and to forward a copy of this
Agreement to each applicant who has applied or inquired of membership since May 14, 1998.
Multi-List is further ordered to provide on any website it maintains, information pertaining to
membership requirements and a schedule of fees for services provided or available to members.
VI. Reports
7. The Multi-List agrees that it shall:
(A) For a period of ten (10) years on each anniversary date of the date of this Agreement,
file with the Office of Attorney General a report setting forth the steps which it has taken
during the prior year to advise the Multi-List's appropriate members, officers, directors,
agents and employees of its and their obligations under this Agreement.
(B) For a period of ten (10) years from the date of entry of this Agreement, the Multi-List
shall provide a copy of this Agreement to all applicants for membership in the Multi-List.
VII. Commission Information
8. Nothing in this Agreement shall be deemed to prohibit:
(A) The publication or circulation by the Multi-List of information, in connection with
bona fide efforts to sell real estate, concerning the commission which a broker has agreed
upon with his client, or the percentage division thereof which a listing broker has agreed
to pay a selling broker, arrived at in accordance with this Agreement; or
(B) The adoption and enforcement by the Multi-List of rules requiring (i) that neither the
commission nor the percentage division thereof, arrived at is accordance with this
Agreement and specified for a listing not to exceed a reasonable period, may be altered
without the consent of both the listing and the selling broker, and (ii) that the recipient of
any such commission promptly pay over the listing or selling broker, as appropriate,
the percentage division of the commission as specified or as otherwise agreed upon by
the listing and selling broker.
VIII. Inspection and Compliance
9. For the purpose of determining or verifying compliance with this Agreement:
(A) A duly authorized representative(s) of the Office of Attorney General, the Deputy
Attorney General in charge of the Antitrust Division or his designee, on reasonable notice
to the Multi-List made to its principal office, shall be permitted, subject to any legally
recognized privilege, and subject to the presence of counsel and/or an officer of MLIA, if
so desired:
(1) Access during its office hours to all books, ledgers, accounts,
correspondence,
memoranda, and other records and documents in the possession of or under the
control of the Multi-List relating to any matters contained in this Agreement; and
(2) Subject to the reasonable convenience of the Multi-List, and
without restraint
or interference from it, to interview officers or employees of the Multi-List
regarding any such matters.
(B) Upon such written request, the Multi-List shall submit such reports in writing, under
oath if so requested, to the Office of Attorney General with respect to any of the matters
contained in this Agreement as may from time to time be requested.
IX. Reimbursement of Expenses
10. Upon execution of this Agreement, the Multi-List shall pay to the Office of Attorney
General the amount of Two Thousand Five Hundred Dollars ($2,500.00) to reimburse the Office
of Attorney General's costs incurred to conduct its investigation, which payment shall be used
for future Public Protection Division enforcement purposes.
X. Addresses
11. Correspondence related to this Agreement shall be sent to the parties as set forth in
this Section, or to such other address as a party may request by written notice to the other
party.
Office Of Attorney
General
Multi-List of Indiana Area
Chief Deputy Attorney
General
attn: President
Antitrust
Section
200 North 7th Street
Strawberry Square, 14th
Floor
Indiana, PA 15701
Harrisburg, PA 17120
With a copy to:
Stanley P. DeGory, Esq.
134 South 6th Street
Indiana, PA 15701
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