Guinness Import Co. v. Mark VII Distributors, Inc.

• Decision Date: 06 October 1998
• Docket Number: No. 97-3162,97-3162
• Parties: GUINNESS IMPORT COMPANY, Plaintiff-Appellee, v. MARK VII DISTRIBUTORS, INC., Defendant Third-Party Plaintiff-Appellant, v. DESNOES & GEDDES, LTD., Third-Party Defendant-Appellee.
• Court: U.S. Court of Appeals — Eighth Circuit

Page 607

153 F.3d 607

GUINNESS IMPORT COMPANY, Plaintiff-Appellee, v. MARK VII DISTRIBUTORS, INC., Defendant Third-Party Plaintiff-Appellant, v. DESNOES & GEDDES, LTD., Third-Party Defendant-Appellee.

No. 97-3162.

United States Court of Appeals,

Eighth Circuit.

Submitted March 12, 1998.

Decided Aug. 11, 1998.

Rehearing and Suggestion for Rehearing En Banc Denied Oct. 6, 1998.

Richard J. Wegener, Minneapolis, MN, argued (Bradley G. Clary, on the brief), for appellee.

Michael D. Madigan, Minneapolis, MN, argued (Thomas P. Harlan, on the brief), for appellant.

Before BEAM and HEANEY, Circuit Judges, and KOPF, ¹ District Judge.

KOPF, District Judge.

Appellant Mark VII Distributors, Inc., appeals from the order granting summary judgment in favor of Appellee Guinness Import Company and dismissing Appellee Desnoes & Geddes, Ltd., for lack of personal jurisdiction. Mark VII Distributors, Inc. (Mark VII) presents three issues on appeal: (1) Did the district court err in holding that the Minnesota Beer Brewers Act did not apply to Guinness Import Company (Guinness) because Guinness was neither a "brewer" who had entered an agreement with Mark VII, nor a "purchaser of a brewer," and therefore could not terminate or fail to renew an agreement in violation of the Act? (2) Did the district court err in granting Guinness's motion for summary judgment as to Mark VII's claims for tortious interference, estoppel, and unjust enrichment? (3) Did the district court err in dismissing Mark VII's claim against Desnoes & Geddes, Ltd. (D & G) because D & G lacked minimum contacts with Minnesota? After careful consideration, we conclude the district court's decision was correct, ² and we affirm.

I.

A. Background

D & G is a Jamaican brewer of beers, including Red Stripe and Dragon Stout. From 1983 to the present, D & G dealt with three different importers to import its beer into the United States. Each of the importers contracted with distributors of their choosing to distribute Red Stripe and Dragon Stout. From 1991 to 1995, D & G contracted with Labatt. In December, 1995, Guinness began to purchase and sell D & G products in America.

During the time Labatt imported D & G products, Labatt entered into a distribution agreement with Mark VII. When Guinness became D & G's importer, Guinness contracted with its current Minnesota distributor, leaving Mark VII without the right to sell the Jamaican beer.

B. Termination of Mark VII's Distributorship

Under the terms of the importation agreement between D & G and Labatt, either party could terminate the relationship "in the event the other party has a change in ownership pursuant to which 51% or more of the party becomes beneficially owned or controlled by a person or entity other than current shareholders." In late 1995, Labatt's parent company was purchased by Interbrew, Belgium's largest brewer. As a result of this change in ownership, D & G exercised its right to terminate Labatt as its importer. Pursuant to the agreement between Labatt and D & G, Labatt was entitled to a payment of $600,000 from D & G upon termination.

Labatt notified Mark VII that the change in Labatt's ownership had resulted in the end of Labatt's agreement with D & G; therefore, Labatt would no longer import Red Stripe and Dragon Stout for distribution by Mark VII. After notice of termination by Labatt to Mark VII, D & G appointed Guinness as its U.S. importer. Instead of selecting Mark VII, Guinness contracted with its established Minnesota distributors to distribute D & G products. D & G has no role in deciding who its importer contracts with to distribute the D & G products.

Mark VII seeks redress from Guinness and D & G for the termination of the distributorship agreement. Guinness argues that Mark VII's claim is really against Labatt since Labatt terminated Mark VII and Guinness simply declined to enter into a relationship with Mark VII. D & G argues that the court lacks personal jurisdiction and that it did nothing to Mark VII.

C. Procedural Background

Guinness filed this declaratory judgment action against Mark VII seeking a judgment that Guinness is not liable to Mark VII under the Minnesota Beer Brewers and Wholesalers Act (the Act) ³ for its decision not to enter into a distribution agreement with Mark VII. Mark VII counterclaimed, alleging a violation of the Act and damages stemming from claims for tortious interference with contract and prospective economic relations, promissory and equitable estoppel, and unjust enrichment. Mark VII also asserted a third-party action against D & G for violations of the Act.

The trial court granted D & G's motion to dismiss and denied Mark VII's motion for partial summary judgment. The trial court also granted Guinness's motion for summary judgment and dismissed Mark VII's counterclaims. Mark VII appeals.

II. Discussion

A. Standard of Review

In reviewing the district court's decision to grant summary judgment, we follow well-known rules. We have previously described those rules this way:

In reviewing a district court's grant of summary judgment, this court applies the same standard as the district court applied, without giving deference to the court below. Osborn v. E.F. Hutton & Co., 853 F.2d 616, 618 (8th Cir.1988). A court should grant a summary judgment motion if the full record discloses that there is no genuine issue of material fact, and the moving party is entitled to judgment as a matter of law. See Fed.R.Civ.P. 56(c); Osborn, 853 F.2d at 618. The non-moving party must establish significant probative evidence to prevent summary judgment. Id. In addition, the court must give the benefit of all favorable factual inferences to the party opposing summary judgment. Simmons v. Diamond Shamrock Corp., 844 F.2d 517, 519 (8th Cir.1988). In a trilogy of cases, the Supreme Court established that the Rule 56 motion should be interpreted to accomplish its purpose of disposing of factually unsupported claims. Also, the trial judge's function is not to weigh the evidence and determine the truth of the matter, but rather, the judge must determine whether there is a genuine issue for trial. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 323-24, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986); Matsushita Elec. Indus. v. Zenith Radio Corp., 475 U.S. 574, 586-87, 106 S.Ct. 1348, 1355-56, 89 L.Ed.2d 538 (1986).

Johnson v. Enron Corp., 906 F.2d 1234, 1237 (8th Cir.1990) (Beam, J.).

We emphasize that summary judgment is prohibited only when material facts are genuinely in dispute. The Supreme Court has said:

[T]he mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact.... Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.

Anderson, 477 U.S. at 247-48, 106 S.Ct. 2505.

Courts of appeal review questions of personal jurisdiction de novo. Burlington Indus., Inc. v. Maples Indus., 97 F.3d 1100, 1102 (8th Cir.1996). When personal jurisdiction is challenged, the plaintiff has the burden of showing that jurisdiction exists. Id.

B. Minnesota Beer Brewer and Wholesalers Act

Mark VII alleges violations of the Act. Guinness asserts it is not liable under the Act because it did not have an "agreement" ⁴ with Mark VII as defined by the Act, even though Guinness is a "brewer" ⁵ under the Act. Therefore, the Act does not apply to Guinness with regard to Mark VII. Review of the parties' arguments requires this court to interpret the Act.

As explained by the Minnesota Supreme Court,

statutory interpretation is a question of law. The court's role is to discover and effectuate the legislature's intent. In doing so, we construe technical words according to their technical meaning and other words according to their common and approved usage and the rules of grammar. When the language of a statute, so construed, is unambiguous, we apply its plain meaning. A statute is ambiguous if it is reasonably susceptible to more than one interpretation. If the legislature's intent is "clearly manifested by [the] plain and unambiguous language" of the statute, statutory construction is neither necessary nor permitted.

State by Beaulieu v. RSJ, Inc., 552 N.W.2d 695, 701 (Minn.1996) (citations omitted).

Under the Act, "no brewer shall amend, cancel, terminate or refuse to continue to renew any agreement, or cause a wholesaler to resign from an agreement" unless the brewer has given notice and an opportunity to cure, has acted in good faith, and has good cause for the cancellation, termination, nonrenewal, discontinuance, or forced resignation. Minn.Stat. Ann. § 325B.01, subd. 1 (West 1995). A "brewer" means "every licensed brewer or importer of beer located within or without the state of Minnesota, who enters into an 'agreement' with any beer wholesaler licensed to do business into the state of Minnesota." Minn.Stat. Ann. § 325B.01, subd. 4. Under the Act, "agreement" means one or more of the following:

(a) A commercial relationship between a licensed beer wholesaler and a licensed brewer of a definite or indefinite duration, which is not required to be evidenced in writing (b) A relationship whereby the beer wholesaler is granted the right to offer and sell a brand or brands of beer offered by a brewer;

(c) A relationship whereby the beer wholesaler, as an independent business, constitutes a component of a brewer's distribution system;

(d) A relationship whereby the beer wholesaler's business is substantially associated with a brewer's brand or brands, designating the brewer;

(e) A relationship whereby the beer wholesaler's business is substantially reliant on a brewer for the continued supply of beer;

(f) A written or oral arrangement for a definite or...