Beverage Distributors, Inc. v. Miller Brewing Company
690 F.3d 788
6th Cir.2012Background
- Ohio wholesalers suing to prevent MillerCoors from terminating distributorships under Ohio Alcoholic Beverages Franchise Act §1333.85; MillerCoors is a joint venture of Miller and Coors formed in 2008 with shared control and cross-functional governance.
- Distributors had pre-existing exclusive distributorships for Miller and Coors brands; MillerCoors notified intent to terminate as a successor manufacturer within 90 days of merger/assignment.
- Statute defines successor manufacturer in §1333.85(D) and restricts termination absent just cause or distributor consent, with post-merger termination allowed only if the successor complies with the statute.
- District court held MillerCoors is not a successor manufacturer because Miller and Coors exercise control over MillerCoors, blocking termination under §1333.85(D) and the general terms of §1333.85.
- Issue before the court is whether the district court properly applied the statute and whether MillerCoors can terminate under the successor provision or is constrained by the just-cause/consent regime.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is MillerCoors a ’successor manufacturer’ under §1333.85(D)? | Distributors contend MillerCoors qualifies due to merger/position | Manufacturers contend independent control qualifies; still permits termination | No; MillerCoors not a successor manufacturer under D. |
| How should ‘exercise control’ be interpreted under §1333.85(B)(4) in light of §1333.85(D)? | Control by common ownership suggests successor status | Control must permit meaningful governing power; equal voting with veto suffices | Miller and Coors exercise control; thus not a successor under B(4) for purposes of D. |
| Did the district court err in granting summary judgment for the Distributors by applying the Act to prevent termination? | Statutory rights prohibit termination without just cause/consent | If successor status exists, termination is allowed under §1333.85(D) | No error; district court properly granted summary judgment for Distributors. |
Key Cases Cited
- Salling v. Budget Rent-A-Car Sys., Inc., 672 F.3d 442 (6th Cir. 2012) (summary-judgment standard; de novo review)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986) (motion for summary judgment standard; burden on movant)
- Banks v. Wolfe Cnty. Bd. of Educ., 330 F.3d 888 (6th Cir. 2003) (summary judgment; evidence viewed in nonmovant’s favor)
- Guar. Trust Co. of N.Y. v. York, 326 U.S. 99 (1945) (diversity jurisdiction and choice-of-law considerations)
- Symmes Twp. Bd. of Trs. v. Smyth, 87 Ohio St.3d 549 (Ohio 2000) (interpretation of ambiguous statutory language and legislative intent)