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Briggs, Inc. v. Martlet Importing, 95-1017 (1995)

Court: Court of Appeals for the First Circuit Number: 95-1017 Visitors: 9
Filed: Jun. 14, 1995
Latest Update: Mar. 02, 2020
Summary: , Although Briggs' chairman of the board testified that the 1975, agreement obligated Martlet to designate Briggs as its, distributor for all new Molson products, Briggs' brief on appeal, does not contain this contention.to give Briggs the distributorship of its new brand, Molson Ice.
USCA1 Opinion





United States Court of Appeals
For the First Circuit
____________________

No. 95-1017

BRIGGS, INC.,

Plaintiff, Appellant,

v.

MARTLET IMPORTING CO., INC.,

Defendant, Appellee.


____________________

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MAINE

[Hon. Eugene W. Beaulieu, U.S. Magistrate Judge] _____________________

____________________

Before

Boudin, Circuit Judge, _____________
Coffin, Senior Circuit Judge, ____________________
and Stahl, Circuit Judge. _____________

____________________

Joel A. Dearborn with whom Laurie Anne Miller was on brief for _________________ ___________________
appellant.
David R. Cross with whom James Brennan and John W. McCarthy were ______________ ______________ _________________
on brief for appellee.


____________________

June 14, 1995
____________________

























COFFIN, Senior Circuit Judge. This is a removed diversity _____________________

action in which appellant, Briggs, Inc., a Maine wholesale beer

distributor, sued Martlet Importing Co., a subsidiary of Molson

Breweries U.S.A., seeking injunctive relief and monetary damages.

Briggs claims that Martlet wrongfully gave another company

exclusive rights to distribute a new malt beverage, Molson Ice,

in the "Bangor Market," where Briggs had the exclusive

distribution rights for all other Molson products. The

magistrate judge hearing the case granted summary judgment for

Martlet. We affirm.

In 1975, Martlet designated Briggs as its distributor in the

Bangor area for two of its products, Molson Ale and Molson Beer,

and later added a third, Molson Golden. There was no written

instrument other than the designation of area distributors and

products which Molson filed with the Maine Bureau of Alcoholic

Beverages. The contract between Briggs and Martlet was oral and,

under existing Maine law, terminable-at-will.

In 1979, the Certificate of Approval Holder and Maine

Wholesale Licensee Agreement Act (the Act), Me. Rev. Stat. Ann.

tit. 28-A, 1451-1465, was enacted. This legislation gave

protection to local wholesale distributors from termination by

their suppliers ("certificate of approval holders"); not only was

reasonable notice required, section 1455, but "good cause" was

made a prerequisite, section 1454. After passage of the Act,

Martlet designated Briggs its distributor for four more malt

beverage items, Molson Light, Molson Brador, Molson Exel, and


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Molson Special Dry. Then in 1993, Martlet gave the

distributorship for a new product, Molson Ice, to another

distributor serving the same area.

The magistrate judge conducted a hearing in connection with

a requested temporary restraining order, received depositions and

affidavits, and finally granted summary judgment for Martlet.

The court based its decision on the contract clauses of the U.S.

Constitution, Art. I, 10, cl. 1, and of the Maine Declaration

of Rights, Art. I, 11, holding that to apply the Act

retroactively to the earlier oral agreement between Martlet and

Briggs would substantially impair Martlet's understanding that it

could terminate at will. It also held that no sufficient public

purpose would be served. Finally, it held that there was no

breach of good faith and fair dealing, as alleged in an amended

complaint.

We do not reach the contract clauses issue, preferring to

dispose of this case on the non-constitutional ground that,

whether or not the Act has retroactive application, Martlet was

not obligated under it to assign the distributorship of its new

Molson Ice to Briggs. This is so because that beverage was a new

and separate "brand" within the meaning of the Act, and thus

properly was the subject of an independent distribution

agreement. Briggs argues that the Act bars Martlet from

assigning Molson Ice to another distributor because this






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constitutes a dual distributorship, in violation of section

1453.1 This conclusion follows from Briggs' theory that all

Molson products comprise a single "brand." See App. at 349 ___

(Testimony of Allison Briggs, chairman of the board, that:

"Molson is the brand and Ice is an extension of the Molson's

brand."). Because the Act does not permit a manufacturer to use

multiple distributors for a single brand, Briggs concludes that

it must serve as distributor for all Molson products.

In support of its conclusion, Briggs argues that the Act

does not define "brand" or "label" and that these terms should be

given their ordinary definition. As it happens, however, there

seems to be no single, all purpose definition. Indeed, Briggs

cites a Dictionary of Marketing Terms by Peter D. Bennett to the ______________________________

effect that "A brand may identify one item, a family of items, or

all items of [a] seller." While such a multiplicity of possible

meanings might in other circumstances preclude summary judgment,

we are not dealing here with a word in vacuo but with its __ _____

____________________

1The magistrate judge found it unnecessary to decide whether
the original agreement between Briggs and Martlet encompassed all
Molson products to be distributed in the Bangor market or whether
separate agreements were made as each new product was introduced.
Although Briggs' chairman of the board testified that the 1975
agreement obligated Martlet to designate Briggs as its
distributor for all new Molson products, Briggs' brief on appeal
does not contain this contention. We note, in addition, that
Briggs' complaint does not contain a breach of contract count.
These omissions are entirely understandable. The only
evidence offered to support a comprehensive contract is the fact
that Martlet originally assigned some distribution rights to
Briggs. See App. at 346-47, 349-50. The idea that a terminable- ___
at-will contract for individual products could imply an
enforceable obligation to grant future distributorships, to say
the least, does not carry conviction.

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specific use in a statute that has for many years been

interpreted adversely to Briggs' view.

The statutory language strongly suggests the more limited

"one item" meaning of brand. Section 1451 (and also section

1452(1)(C)) speaks of an agreement between a certificate of

approval holder and a wholesale licensee authorizing the latter

"to distribute one or more of the certificate of approval

holder's brands of malt liquor." (Emphasis added.) The ______

assumption appears to be that a certificate holder has multiple

"brands," or "kinds," of wine or beer. Section 1453(1) then

prohibits dual distributorships for individual brands or labels,

using the singular forms of those words.2 We think it apparent,

in light of the earlier use of the plural "brands," that the

prohibition in this section concerns discrete products of a

manufacturer, and does not bar multiple distribution agreements

for differently labelled products of a single manufacturer.

Likewise, the obligation to maintain agreements in the absence of

good cause for changing or terminating them must apply only to

the distribution rights of the individual "brands."

If the statutory language leaves any doubt concerning this

interpretation, it is dispelled by the testimony of Lynn Cayford,

Director of Licensing for the Bureau of Liquor Enforcement of the

____________________

2 The provision reads as follows: "No certificate of
approval holder who designates a sales territory for which a
wholesale licensee is primarily responsible may enter into any
agreement with any other wholesale licensee for the purpose of
establishing an additional agreement for its brand or label in
the same territory."

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State of Maine for the past thirteen years. He testified that

the agency treated "every label as a separate brand," and that

this definition of "how we handle brands and how we handle labels

is the same way we've handled them in my twelve years or thirteen

years working there."

Briggs urges us to give no deference to the agency's

interpretation because of the lack of a definition in the Act,

the absence of case law, and the fact that Cayford is not an

attorney. This is an original, if meritless, argument. As the

Maine Supreme Judicial Court has made clear, "We shall accept the

agency's construction, especially if, as here, it is long

established . . . unless it clearly violates the legislative

intent." Bar Harbor Banking and Trust Co. v. Superintendent of ________________________________ _________________

the Bureau of Consumer Protection, 471 A.2d 292, 296 (Me. 1984). _________________________________

The conclusory assertions of Briggs' officers that "brand"

and "label" refer in this context to all products using a

supplier's name do not create a genuine issue of material fact.

There was no violation of the Act, or, a fortiori, of any _ ________

obligation of good faith and fair dealing, in Martlet's refusal

to give Briggs the distributorship of its new brand, Molson Ice.

Affirmed. ________












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Source:  CourtListener

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