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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,


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

____________________

Joel A. Dearborn with


_________________

whom Laurie Anne Miller was on


___________________

brief

appellant.

David R. Cross with whom James Brennan and John W. McCarthy w


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______________
_________________
on brief for appellee.

____________________

June 14, 1995


____________________

COFFIN, Senior Circuit Judge.


_____________________

action in which

This is

appellant, Briggs, Inc., a

a removed diversity

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

exclusive rights to distribute

in

the

"Bangor

distribution

rights

magistrate judge

Martlet.

Market,"

for

another

company

a new malt beverage, Molson

where

all

hearing the

gave

Briggs

other

had

Molson

the

exclusive

products.

case granted summary

Ice,

The

judgment for

We affirm.

In 1975, Martlet designated Briggs as its distributor in the

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

and later added

instrument other

products which

a third,

than the

Molson Golden.

There was no

designation of area

Molson filed with

Beer,

written

distributors and

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

Wholesale Licensee

tit.

28-A,

protection to

of Approval

Holder

Agreement Act (the Act), Me.

1451-1465, was

local wholesale

enacted.

and

Maine

Rev. Stat. Ann.

This legislation

distributors from termination

gave

by

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

reasonable notice

required, section

made a prerequisite,

Martlet

beverage

section 1454.

designated Briggs

items, Molson

its

1455, but "good

After passage

distributor for

Light, Molson

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cause" was

of the

Act,

four more

malt

Brador, Molson

Exel, and

Molson

Special

distributorship

Dry.

for

Then

new

in

1993,

product,

Martlet

Molson

Ice,

gave

to

the

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

The court

finally granted

Rights,

judgment for

Martlet.

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

Constitution, Art. I,

of

summary

Art.

I,

10, cl. 1, and of

11,

holding

that

the Maine Declaration

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.

purpose would

It also held that no sufficient

be served.

breach of good faith and

Finally,

it held

public

that there was

fair dealing, as alleged in an

no

amended

complaint.

We do not

dispose

of

reach the contract

this case

whether or not

on

the

clauses issue, preferring

non-constitutional ground

the Act has retroactive

not obligated under it

to

that,

application, Martlet was

to assign the distributorship of

its new

Molson Ice to Briggs.

This is so because that beverage was a new

and

within the

separate "brand"

properly

was

the

subject

of

meaning of

an

the Act,

independent

and thus

distribution

agreement.

assigning

Briggs

Molson

Ice

argues

to

that

the

another

Act

bars

distributor

Martlet

because

from

this

-3-

constitutes

1453.1

This

dual

distributorship, in

conclusion follows

violation

from Briggs'

of

section

theory that

all

Molson

products

comprise a

(Testimony

of

"Molson is

the brand

brand.").

Allison

single "brand."

Briggs,

and Ice

chairman of

is an

the

board,

extension of

Because the Act does not permit a

multiple distributors

See App.
___

for a single brand,

at 349

that:

the Molson's

manufacturer to use

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

seems

definition.

to be no single,

As it

happens, however, there

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

we are

not

circumstances preclude summary judgment,

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'
agreement

chairman of the

obligated

distributor for all


does not contain

Martlet

board testified that


to

designate

Briggs

the 1975
as

its

new Molson products, Briggs' brief on appeal

this contention.

We note,

in addition,

that

Briggs' complaint does not contain a breach of contract count.


These omissions
evidence offered
that

Martlet

are

entirely

understandable.

The

only

to support a comprehensive contract is the fact

originally

assigned some

distribution

rights to

Briggs.

See App. at 346-47, 349-50.


___

The idea that a terminable-

at-will

contract

products

for

enforceable obligation

individual

to grant future

the least, does not carry conviction.

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could

imply

an

distributorships, to say

specific

use

in

statute

that

has

for

many

years

been

interpreted adversely to Briggs' view.

The statutory language

"one

item" meaning

1452(1)(C))

speaks

strongly suggests

of brand.

of an

Section

agreement

1451 (and

between

approval holder

and a wholesale licensee

"to

one

distribute

holder's

brands
______

of

or

malt

more

of the

liquor."

the more

limited

also section

a certificate

of

authorizing the latter

certificate

(Emphasis

of

approval

added.)

The

assumption appears to

"brands,"

or "kinds,"

be that a certificate

of wine

or beer.

holder has multiple

Section

1453(1) then

prohibits dual distributorships for individual brands

using the singular forms of those words.2

in light

of the

prohibition

in

manufacturer, and

for

differently

earlier use

this section

of the

We think it

concerns

products of

apparent,

plural "brands," that

discrete

does not bar multiple

labelled

or labels,

products of

the

distribution agreements

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
approval

The

provision

holder who

wholesale licensee
agreement with
establishing

reads

as

follows:

designates a
is primarily

"No

certificate

sales territory

of

for which

responsible may enter

into any

any other wholesale

licensee for the

purpose of

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

interpretation

the absence

attorney.

to

give

no

because of the lack

of case law,

and the

This is an original, if

deference

to

the

of a definition

agency's

in the Act,

fact that Cayford

is not

meritless, argument.

an

As the

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

agency's

construction,

established

intent."

. .

especially

unless it

if,

as

here,

clearly violates

Bar Harbor Banking and Trust Co. v.


________________________________

it

is

long

the legislative

Superintendent of
_________________

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

and

The conclusory

assertions of Briggs' officers

"label"

in this

refer

supplier's name do not

There

was no

obligation of

violation

context

to

all

products using

create a genuine issue of

of

the Act,

or,

good faith and fair dealing,

that "brand"

material fact.

a fortiori,
_ ________

of

any

in Martlet's refusal

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

Affirmed.
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