Beruflich Dokumente
Kultur Dokumente
No. 95-2177
Appellants,
v.
Appellee.
____________________
____________________
Before
____________________
with whom
Samuel T. C spedes,
___________________________
__________________
____________________
Ward
de la Cruz, Inc.
(collectively:
unilaterally terminated
its
violation
of the Puerto
Ann. tit.
10,
278
"R.W.")
appeal a summary
dealership contract
("Law 75").
We affirm the
with
R.W.
in
district court
judgment.
BACKGROUND1
BACKGROUND
__________
Welch
is a
major fruit
juice manufacturer
which has
sold its products in Puerto Rico since the 1930's through various
local
its
distributors.
new Puerto
Rico distributor
for frozen
juice concentrate.
dealership
continued to
distributing Welch
of a
final
products to
Prior to R.W.'s
had expressed
concern about
distribute "Donald
brand,
designation as its
in
principle,
juice concentrate,
to begin distribution
agreed,
R.W.'s insistence on
Duck" frozen
January 1989.
to
distributor, Welch
continuing to
a competing
of "Donald Duck"
Consequently,
take various
measures
R.W. had
designed
to
____________________
1The
lant
R.W.
reader is referred to
11 (1st
________________
Cir. 1991).
marketing
priority and
over 1987
support, increase
Welch's sales
full
by 15%
a joint
Notwithstanding
the
parties immediately
several peripheral
respects which
contentious in
more
than a year.2
In
January 1989,
after
R.W.
began its
long-planned
both
while omitting an
in a
advertise-
ment for Welch frozen juice; (ii) "on various occasions" R.W. had
_____
stocked
eye-level;
and (iii)
R.W.'s average
monthly sales
figures for
Puerto Rico
or Puerto
R.W. would
"assume"
the
R.W. would be
one-year trial
govern any
contract
"grandfathered" contract
of
3During
the one-year
dealership relationship,
April 1988
1900 cases
$ 42,770
May 1988
3060 cases
$ 70,354
June 1988
2983 cases
$ 63,971
July 1988
3005 cases
$ 64,056
Welch juice
On
March 30,
1989,
Welch
discontinued the
ship.
Welch
pointed to
the "conflicts
yearlong
R.W.'s dealer-
of interest
of [R.W.]
increased
In
April 1989,
R.W. filed
this action
alleging that
which provides:
in a
dealer's
the exist-
on its normal
to the
refuse to
renew
expiration, ex___
P.R.
added).
for Welch
dealers
The district
278a (1976
on the ground
unless a
final,
that Law 75
summary judgment
afforded no
written "dealer's
protection to
contract" has
been
____________________
August 1988
3093 cases
$ 66,983
September 1988
2607 cases
$ 54,809
October 1988
2866 cases
$ 61,022
November 1988
2312 cases
$ 49,619
December 1988
2587 cases
$ 55,220
January 1989
2471 cases
$ 52,189
February 1989
2284 cases
$ 48,687
March 1989
2955 cases
$ 72,640
Although
Welch made
before month-end.
district
that
a principal, albeit
______
only through a
course of dealing
preceding
the
summary
judgment.
It
contended that
the undisputed
evidence
tuted
dealership.
The
district
court once
again
entered
summary
DISCUSSION4
DISCUSSION
__________
The Puerto
Rico Legislature
dealers
adequate
protection
enacted Law
75 believing
from
arbitrary
local
dealer-contract
See
___
Vulcan Tools
____________
of P.R.
_______
v.
1994).5
The Legislature
23 F.3d
564,
568 (1st
therefore prohibited a
Cir.
principal from
____________________
1994).
substantive law, in
F.3d
disputed fact
75.
See
___
Anderson v.
________
5The
statement of
motives in
Law 75
reads, in
pertinent
to
cases in
the growing
number of
which domestic
and foreign
or agents, as soon
as these have
created a favorable
unilaterally
terminating an
just cause."
"just cause"
as either "nonperformance
______
obligations
278a.
of any of
"except for
Law 75 defines
the essential
or any action or
__
and
established dealership
substantially
affects
grantor in promoting
chandise or service."
the
interest of
the marketing or
Id.
__
the
that adversely
principal
distribution of the
or
mer-
75 is a question of
F.2d
1,
4 (1st
whether the
tract
Cir. 1979),
as are
tial,"
see
___
1991),
sions by
the particular
or (ii) whether
the dealer
con-
Cordis
______
principal or
issues (i)
of P.R.
_______
the subsidiary
(1st Cir.
acts or omis-
egregious to
marketing or distribution
Gen. Corp., 652 F.2d 215, 217 n.2 (1st Cir. 1981);
__________
F.2d at 3 (upholding
La Playa, 597
________
Data
____
its two
____________________
market and
without taking
ests."
legitimate inter-
that its
principal unilaterally
principal
must carry
terminated their
the burden
of persuasion
cause" showing.
contract, the
on the
factual
F.2d at 3-4.
R.W. does
Welch
based its
claim that
R.W. operated
Welch's long-term
under a
interest
adverse to
sales of
issue of
for
Duck's
competing
conflict of
interests: R.W.'s
lower
Donald
products;
an
carried an advertisement
and
its
"occasional"
placement of
and
less
Rather,
drawn
consumer-friendly
R.W. merely
from
than
argues that
these undisputed
the
Donald
Duck
products.
divergent inferences
facts,
bearing on
the
might be
issues of
to bear
inferences generated
at trial, and
amenable to summary
judgment.6
inferences,
however, R.W.'s
protestation that
it committed
no
____________________
6For example,
the
parties
"contractual" commitment to
dispute
whether
their
mutual
adver-
trial period
following R.W.'s
March 1988
designation, or
period
commencing
from
the
date a
final
written
dealership
ciently
"adverse"
termination,
Although
inquiry
Law
to
would
Welch's
not
75, by
turn solely on
business
preclude
its plain
interests
summary judgment
terms,
the dealer's
________
makes the
actions or
suffi-
to
warrant
for
Welch.
"just cause"
omissions, see
___
278,
tional invalidation,
by holding
stances
may
permit its
dealership, irrespective
Medina
______
that a principal's
unilateral
termination
own circum-
of an
avoid constitu-
ongoing
1 (1st
Cir. 1987)).
in protracted
unsuccessfully attempted
its business to
contract, and
the dealer's
Id. at 818___
19.
pal in
serious
capitulate to the
dilemma
under such
dealer's price
circumstances:
either
and be
held
geous terms,
itself to
Where
or unilaterally
a costly lawsuit
under Law
75.
Id. at
___
to retire entirely
and expose
822 &
n.4.
of
ing
the sort
principal
cannot
hope
to
appropriate
prospectively
the
Id.
___
at
823.
Thus, where
the
principal
offers "reasonable"
the negotiations,
Medina
______
ordains a determination
see
Corp. v. Quasar
See id.;
___ ___
___
____ ________________________
___________
"Absent
controlling state
court precedent,
may . . . predict[] .
a federal
. . the course
VanHaaren v.
_________
989 F.2d 1, 3
In
earlier
upon remand
fact,
this
court predicted
that
[W]e fail
75 in the
necessarily would
require
a relationship it
Welch to continue
in a
serious objections.
manner to
which it
has
dealership.
flict-of-interest
If
concerns
Welch's
about
R.W.
conare
and
R.W.
legitimate, we have no
constitute "just
not precisely
. . .
on point
decision to
achieve
There is
agreement
no indication
between the
parties.
here that
Welch in-
dealer.
principle
Nevertheless,
we believe
the
is e-
qually
applicable
in
these
price, credit,
_____ ______
element of
_______ __
circumstances,
or
__
some other
____ _____
the dealership."
___ __________
in Puerto
before
the
an agreement as
__ _________ __
essential
_________
This would
be
Rico was
well established
current dealer
relationship and
clientele estab-
Our discussion
did not
inquiry
necessarily would
course.
cause" under
be amenable
to summary
"good faith"
judgment, of
prove "just
principal
(i.e., Welch),
see Newell,
___ ______
20 F.3d
at 22,
the bona
____
law.
See
___
Borg Warner,
____________
Consequently,
Welch's
No. CE-94-182,
at trial R.W.
slip
op.
at 10
n.8.
burden to establish
mination.
R.W.
proof on a
particular
sufficient
evidence
issue
to
at trial,
demonstrate
its
failure
to adduce
its trialworthiness
movant); Smith
_____
warrants
summary
40
F.3d
11, 12
(1st
Cir. 1994),
cert.
_____
denied, 115
______
S.
Ct. 1958
10
(1995).
As
R.W. proffered
historical facts
termination
omission, or the
ask
relied on
i.e.,
no competent evidence
by Welch
declining
to justify
sales figures,
to rebut
the
its unilateral
the
"shopper"
we need only
fides or unreason_____
ableness
on the
part
of Welch
in
determining that
R.W.
was
Even before
clear that
was
concentrate and
bottled juice
tract,
trial
to begin distributing
in January 1989.
In order to get
the
R.W.'s
president, agreed
sales-volume
advertising expenditures.
year
capabilities, but
of its plans
Thomas Ward,
period,
handling of Donald
commitments,
Welch made
Donald Duck
to the
and
one-year
the
mutual
distribute Donald
provide full
its obligation to
Welch products.
In January
1989, however,
its
Welch's
expense.
indicia were
Although R.W.
either ambiguous,
indicia
"adverse"
R.W.
signaled
plausibly suggests
anecdotal, or
action by R.W.
aberrational, and
"contract"
breach
or
that these
whether these
other
Ann. tit.
sufficiently
10,
278,
11
presumed good
troubled business
relationship ahead,
marketing
competing product).
fifty-year presence
and to withdraw
principal
from it.
dealer because
Given that
as portending a
Welch already
had a
R.W. in 1988, and that the parties reached a bona fide impasse on
____ ____
an
in "bad faith."
not find
was proper.
12