The Bellas Company v. Pabst Brewing Company
492 F. App'x 553
6th Cir.2012Background
- Pabst Brewing Company manufactures and sells beer brands to distributors in Ohio; Plaintiffs are Ohio distributors (The Bellas Co., Tri-County Wholesale Distributors, R.L. Lipton Distributing, Esber Beverage Co.).
- Franchise agreements were formed in 2004–2005 granting exclusive distribution rights and allowing termination for certain triggering events with at least sixty days' written notice.
- Ohio law and the Ohio Alcoholic Beverage Franchise Act (OABFA) regulate the franchise relationship between manufacturers and distributors.
- In 2010, S&P Company sold all of Pabst’s stock to PHI, after which management and ownership changed.
- Defendant terminated the four franchise agreements on September 15, 2010, claiming successor-manufacturer status under the OABFA allowed unilateral termination without just cause or sixty-days’ notice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether sixty-days’ notice was required for termination | Bellas et al. argue notice is required under the contract regardless of OABFA. | Defendant contends OABFA’s successor-manufacturer provision overrides contract terms. | Sixty-days’ notice required; OABFA does not override contract terms. |
Key Cases Cited
- Matsushita Elec. Indus. v. Zenith Radio Corp., 475 U.S. 574 (U.S. Supreme Court 1986) (summary-judgment standard; rational trier of fact)
- Savedoff v. Access Group, Inc., 524 F.3d 754 (6th Cir. 2008) (elements of breach of contract established by proof)
- Wimbush v. Wyeth, 619 F.3d 632 (6th Cir. 2010) (standard of review for summary judgment; mixed questions of law and fact)
- Scottsdale Ins. Co. v. Flowers, 513 F.3d 546 (6th Cir. 2008) (declaratory judgment and contract interpretation in related context)
- Erie R.R. Co. v. Tompkins, 304 U.S. 64 (U.S. Supreme Court 1938) (choice-of-law under Erie doctrine)