Mission Beverage Co. v. Pabst Brewing Co.
15 Cal. App. 5th 686
| Cal. Ct. App. 5th | 2017Background
- Pabst Brewing (successor brewer) and Mission Beverage (distributor) had a written exclusive Distributor Agreement; Pabst's termination rights under the contract were limited and conditioned.
- After Pabst changed ownership, it sent Mission a letter terminating the Agreement citing Bus. & Prof. Code § 25000.2 and named successor distributors; those designees negotiated then initiated statutory arbitration to fix the distributorship's fair market value.
- Mission sued Pabst for breach of contract and declaratory relief, alleging § 25000.2 does not itself grant a right to terminate and that Pabst repudiated the Agreement.
- An arbitrator determined fair market value under § 25000.2; Mission did not appeal and accepted payment from the designees; the arbitrator expressly declined to resolve Mission’s civil claims against Pabst.
- Pabst moved to strike Mission’s lawsuit under the anti‑SLAPP statute (Code Civ. Proc. § 425.16), arguing (1) the termination letter and statutorily mandated arbitration are protected petitioning activity and (2) § 25000.2 either supplies an exclusive remedy or otherwise renders Mission’s claims meritless.
- The trial court denied the anti‑SLAPP motion; the Court of Appeal affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Pabst's cancellation (and termination letter invoking §25000.2) is "protected activity" under the anti‑SLAPP statute | Mission: claim attacks Pabst’s decision to terminate (a contractual act), not protected petitioning; letter is mere communication | Pabst: the letter invokes a statutorily mandated arbitration (an official proceeding), so the act is protected petitioning activity | Held: Not protected. The suit challenges the decision to terminate (not speech). The §25000.2 arbitration is statutorily authorized, but Pabst’s letter was not necessarily preparatory to arbitration (negotiation might have sufficed), so anti‑SLAPP does not apply |
| Whether §25000.2 grants successor brewers an implied right to terminate and immunizes them from breach‑of‑contract liability (defeating minimal merit) | Mission: §25000.2 prescribes remedy procedures for cancellations but does not create an independent right to cancel nor immunity from contract liability | Pabst: statute was intended to enable efficient brand transfers; the arbitration/payment scheme is the exclusive remedy and forecloses breach claims | Held: §25000.2 does not itself confer an unconditional right to cancel or immunity from contract suits. Mission established a prima facie breach claim because Pabst offered no other termination basis |
| Whether Mission’s acceptance of the §25000.2 award bars additional contract damages or makes the civil claim moot/unripe | Mission: payment under §25000.2 does not necessarily make it whole; civil damages (consequential, attorney’s fees, nominal) may remain and offsets can prevent duplication | Pabst: payment rendered claims moot or unripe and any remaining claim is duplicative | Held: Payment under §25000.2 does not automatically preclude other contract damages; Mission made a prima facie showing of damages sufficient to defeat the anti‑SLAPP motion |
Key Cases Cited
- Park v. Board of Trustees of California State University, 2 Cal.5th 1057 (Cal. 2017) (distinguishes decisions from communications; anti‑SLAPP does not reach non‑protected decisions communicated by speech)
- Baral v. Schnitt, 1 Cal.5th 376 (Cal. 2016) (framework for anti‑SLAPP burden shifting and minimal‑merit standard)
- Century 21 Chamberlain & Associates v. Haberman, 173 Cal.App.4th 1 (Cal. Ct. App. 2009) (private arbitration is generally not an "official proceeding" for anti‑SLAPP analysis)
- Mallard v. Progressive Choice Ins. Co., 188 Cal.App.4th 531 (Cal. Ct. App. 2010) (statutorily mandated arbitration can be an "official proceeding" for anti‑SLAPP purposes)
- Kibler v. Northern Inyo County Local Hospital Dist., 39 Cal.4th 192 (Cal. 2006) (peer review proceedings may be protected when statutorily authorized; does not broadly immunize all decisions in such schemes)
- Rusheen v. Cohen, 37 Cal.4th 1048 (Cal. 2006) (definition of whether a cause of action "arises from" protected activity)
- Oasis West Realty, LLC v. Goldman, 51 Cal.4th 811 (Cal. 2011) (anti‑SLAPP second‑step: plaintiff must show probability of prevailing/minimal merit)
- Silberg v. Anderson, 50 Cal.3d 205 (Cal. 1990) (litigation privilege elements)
- Mycogen Corp. v. Monsanto Co., 28 Cal.4th 888 (Cal. 2002) (primary‑right theory overview)