B & T DISTRIBUTORS, INC. v. Meister Brau, Inc.
| Decision Date | 07 April 1972 |
| Docket Number | No. 18860.,18860. |
| Parties | B & T DISTRIBUTORS, INC., Plaintiff-Appellee, v. MEISTER BRAU, INC., Defendant-Appellant. |
| Court | U.S. Court of Appeals — Seventh Circuit |
Fred H. Bartlit, Jr., Samuel A. Haubold, Chicago, Ill., for defendant-appellant; Kirkland, Ellis, Hodson, Chaffetz & Masters, Chicago, Ill., of counsel.
James W. Bradford, Indianapolis, Ind., for plaintiff-appellee.
Before SWYGERT, Chief Judge, and FAIRCHILD and PELL, Circuit Judges.
Plaintiff B & T is a beer wholesaler in Tippecanoe county, Indiana. Defendant Meister Brau is a brewer. From December, 1965 until June 1, 1970, defendant sold beer to plaintiff. On May 18, 1970, defendant gave written notice terminating the relationship as of June 1, 1970.
Plaintiff brought this action alleging an oral contract whereby defendant's predecessor granted plaintiff the exclusive right to distribute defendant's products in Tippecanoe county.1 Plaintiff relied on an Indiana statute, Burns Stat.Ann. § 12-451a, IC 1971, 7-2-23, and claimed there was no cause or provocation as required by that statute before a brewer may terminate an agreement to sell beer to a wholesaler.
Defendant denied granting plaintiff an exclusive right, denied that § 12-451a(a) (2) was applicable, and denied violation if applicable.
§ 12-451a(a) (2) makes it unlawful "unfairly, without due regard to the equities of such wholesaler or manufacturer of alcoholic malt beverages and without just cause or provocation, to cancel or terminate any agreement or contract, written or oral, hereafter entered into by and between a wholesaler and manufacturer, for the sale of alcoholic malt beverages."
At the trial plaintiff introduced evidence of conversation in January, 1965 and a confirming letter from defendant's predecessor dated January 15, 1965, for the purpose of showing a contract which gave plaintiff the exclusive right to distribute defendant's products in Tippecanoe county, Indiana. Plaintiff also introduced evidence for the purpose of showing that defendant had no real cause for complaint about plaintiff's efforts. Defendant introduced evidence of plaintiff's inadequate sales force, lack of attention to the business, and declining sales record, all tending to establish reasons for deciding to terminate the relationship.
The district court found that an agreement had been made in January, found that plaintiff had fulfilled its obligation and, in substance, that defendant did not have just cause for termination, applied the statute, and entered judgment requiring continued performance.
The finding as to the existence of the agreement2 is as follows:
The difficulty is that the statute was enacted March 11, 1965, applied, by its terms to agreements or contracts "hereafter entered into," and the agreement claimed by plaintiff and found by the court was made January 15, 1965.
In the absence of this statute, the law of Indiana is clear that a contract which provides for continuing performance and which has no termination date, or which provides that it will last indefinitely, is terminable at will by either party upon reasonable notice. § 19-2-309, Burns Ind.Stat.Ann., IC 1971, XX-X-X-XXX. Miller v. Ortman, 235 Ind. 641, 136 N.E.2d 17, 33 (1967), Bell v. Speed Queen, 407 F.2d 1022, 1024 (7th Cir. 1969). Both the cited cases involve distributorships.
Plaintiff argues on appeal that the communications in January produced only an offer or unilateral contract which was not "entered into" until December when plaintiff received its permits and first began to buy beer. Plaintiff did not possess the required permits in January, and the distributorship was conditioned on its obtaining them. It applied promptly, but the state authorities at first...
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...Timing & Controls Co., 559 F.2d 460 (7th Cir.1977) (twenty-eight day notice of termination upheld); B & T Distributors, Inc. v. Meister Brau, Inc., 459 F.2d 29 (7th Cir. 1972) (two week notice of termination Blinn next argues that Lilly has waived its right to terminate the contract between......
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...notification must be given by the party terminating the contract. Ind.Code Sec. 26-1-2-309(3); see also B & T Distrib., Inc. v. Meister Brau, Inc., 459 F.2d 29, 31 (7th Cir.1972). "What is a reasonable time for taking any action depends on the nature, purpose, and circumstances of such acti......
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D & G STOUT, INC. v. Bacardi Imports, Inc., S87-605(RLM).
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