303 F. Supp. 3d 188
D.D.C.2018Background
- Primarque (distributor) and WWW/Integrative Flavors (manufacturer) had a long distributor relationship with no written contract; disputes arose after WWW changed personnel/policies in 2014.
- Primarque's owner, Barron, alleges oral promises that WWW would (1) give 90 days' notice before terminating supply and (2) refrain from dealing directly with certain "Drop Ship" customers; WWW denies such enforceable terms.
- Starting mid-2014 Primarque secretly engaged competitors (Majors, Eatem) to replicate WWW's customized soup bases and began shifting Drop Ship customer business to them before WWW knew. Primarque also received proprietary formulation tips from a former WWW employee.
- WWW discovered the shift, reviewed declining sales, and on March 12, 2015 sent an immediate termination letter and notified joint customers they could buy directly from WWW.
- Primarque sued for breach of contract (90‑day notice and non‑solicit), promissory estoppel, tortious interference, and Chapter 93A unfair practices; WWW moved for summary judgment on multiple counts.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence/enforceability of oral 90‑day notice obligation | Barron: WWW orally promised 90 days' notice before termination so Primarque could find substitutes | WWW: No definite oral term; parties had refused written notice agreements; distributorship terminable at will | Court: No enforceable definite oral 90‑day promise; factual dispute who breached first (Primarque shifted suppliers), so SJ denied on breach-of-contract notice claim (issue of reasonable notice/material breach remains for jury) |
| Oral non‑solicitation agreement (indefinite restraint) | Primarque: WWW agreed not to solicit or sell directly to Drop Ship customers while Primarque served them | WWW: No clear meeting of minds; alleged restraint indefinite and unreasonable; parties repeatedly declined written non‑circumvent clauses | Court: Primarque cannot articulate definite terms; indefinite duration unreasonable; SJ granted for WWW on non‑solicitation breach claim |
| Promissory estoppel based on oral promises | Primarque: Relied on WWW's oral promises to its detriment (continued sourcing/marketing WWW products) | WWW: Promises (if any) were ambiguous; reliance unreasonable given lack of definite terms and Primarque's own conduct | Court: Promissory estoppel fails because promises were ambiguous; SJ granted for WWW |
| Tortious interference and Chapter 93A | Primarque: WWW improperly terminated without notice, solicited customers, used pricing/formula info, and delivered defective shipments to damage Primarque; these were malicious and unfair | WWW: Actions were lawful competition/response to Primarque’s defections; no evidence of malicious improper means or unfair/deceptive acts | Court: Tortious interference: SJ denied (triable factual issues on improper termination/intent); Chapter 93A: SJ granted for WWW (no evidence of unfair or deceptive acts) |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard)
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burdens)
- Serpa Corp. v. McWane, Inc., 199 F.3d 6 (1st Cir. 1999) (distributorships terminable at will; reasonable notice measured by ability to substitute supplier)
- Teitelbaum v. Hallmark Cards Inc., 25 Mass. App. Ct. 555 (Mass. App. Ct. 1988) (reasonableness of notice for terminable-at-will distributorships)
- Loranger Const. Corp. v. E. F. Hauserman Co., 376 Mass. 757 (Mass. 1978) (promissory estoppel/option contract principles)
- IKON Office Sols., Inc. v. Belanger, 59 F. Supp. 2d 125 (D. Mass. 1999) (factors for enforcing restrictive covenants/non‑compete considerations)