Alfred M. Lutheran Distributors, Inc. v. A.P. Weilersbacher, Inc.

• Decision Date: 14 November 1994
• Parties: ALFRED M. LUTHERAN DISTRIBUTORS, INC., Appellant v. A.P. WEILERSBACHER, INC., Latrobe Brewing Company, and Labatt Importers, Inc. ALFRED M. LUTHERAN DISTRIBUTORS, INC. v. A.P. WEILERSBACHER, INC., Latrobe Brewing Company, and Labatt Importers, Inc. Appeal of LATROBE BREWING COMPANY.
• Court: Pennsylvania Superior Court

Page 83

650 A.2d 83

437 Pa.Super. 391

ALFRED M. LUTHERAN DISTRIBUTORS, INC., Appellant v. A.P. WEILERSBACHER, INC., Latrobe Brewing Company, and Labatt Importers, Inc.

ALFRED M. LUTHERAN DISTRIBUTORS, INC. v. A.P. WEILERSBACHER, INC., Latrobe Brewing Company, and Labatt Importers, Inc.

Appeal of LATROBE BREWING COMPANY.

Superior Court of Pennsylvania.

Argued June 15, 1994.

Filed Nov. 14, 1994.

Ralph A. Finizio, Pittsburgh, for Latrobe Brewing.

Thomas E. Birsic, Pittsburgh, for Lutheran Distributors.

Louis S. Ederer, in pro per.

Before KELLY, FORD ELLIOTT and BROSKY, JJ.

BROSKY, Judge.

These appeals are from the final judgment entered following resolution of Alfred M. Lutheran Distributors Inc.'s action against Latrobe Brewing Company. ¹

Before addressing the allegations of error raised by the parties it is necessary to recount the relevant facts giving rise to these appeals. A.P. Weilersbacher, Inc. (Weilersbacher) was a distributor of malt and brewed as well as non-alcoholic beverages in Allegheny County. In 1988, Weilersbacher had exclusive distribution agreements with Latrobe Brewing Company (Latrobe) ² and other manufacturers, including the Heilman Brewing Company (Heilman) and Straub Brewing Company (Straub). Desiring to retire from the malt and brewed beverage distribution business, Weilersbacher decided to sell its exclusive distribution rights to another distributor. Consequently, Weilersbacher entered into an agreement in March of 1988 with appellant/cross-appellee, Alfred M. Lutheran Distributors, Inc. (Lutheran). Pursuant to the agreement, Lutheran was to acquire the exclusive distribution rights of Latrobe, Heilman and Straub, subject to Lutheran obtaining the approval of these manufacturers. Lutheran subsequently met with representatives of Latrobe/Labatt, supplied them with pertinent information regarding the proposed transaction and requested approval of the transfer.

Latrobe/Labatt preferred that Weilersbacher transfer its distribution rights to Brandt Distributors, Inc. (Brandt) and suggested that Weilersbacher meet with Brandt. Accordingly, Weilersbacher began negotiating with Brandt for the sale of the same products previously offered to Lutheran. As a result, Brandt submitted a request for approval of the transfer of the Latrobe/Labatt rights while Lutheran's request was pending. Although Lutheran initially secured the approval of Heilman and Straub, Latrobe/Labatt rejected Lutheran's application. Following Latrobe/Labatt's decision, Heilman subsequently revoked its approval. ³ Weilersbacher's distribution rights were thereafter purchased by Brandt.

Lutheran commenced this action by writ of summons against Weilersbacher, Latrobe and Labatt in June, 1988. In September of 1988, Lutheran settled with Weilersbacher in exchange for transfer of the Straub distribution rights and payment of $125,000.00. The case thus proceeded to trial against Latrobe and Labatt following which the jury returned a verdict in favor of Lutheran in the sum of $2,000,000.00. ⁴ Timely post-trial motions were filed by both parties. With the exception of Latrobe's motion for judgment notwithstanding the verdict, which was granted, the remaining motions were denied by the trial court. Judgment was duly entered in favor of Latrobe and both Lutheran and Latrobe respectively initiated their timely appeal and cross-appeal therefrom.

Appellant-Lutheran presents the following issue for review: (1) whether the trial court erred in granting judgment notwithstanding the verdict in favor of Latrobe by concluding that a prospective purchaser of wholesale malt or brewed beverage distribution rights has no standing to and cannot maintain a private statutory cause of action against a malt or brewed beverage manufacturer under the Pennsylvania Liquor Code, 47 P.S. § 4-492(20)(i). In addition, cross-appellant-Latrobe contends that the trial court erred in: (1) permitting Lutheran to introduce evidence of damages relating to the loss of the Heilman distribution rights; (2) refusing to strike the testimony of appellant's damages expert because it was speculative and lacking in foundation; and (3) allowing the case to be tried by a jury of ten individuals, where the parties previously stipulated to a jury of no less than eleven. For the reasons set forth below, we affirm.

Appellant challenges the trial court's denial of their motion for judgment notwithstanding the verdict (judgment n.o.v.).

In reviewing a motion for judgment n.o.v., the evidence must be considered in the light most favorable to the verdict winner, and he must be given the benefit of every reasonable inference of fact arising therefrom, and any conflict in the evidence must be resolved in his favor. Moreover, a judgment n.o.v. should only be entered in a clear case and any doubts must be resolved in favor of the verdict winner. Further, a judge's appraisement of the evidence is not to be based on how he would have voted had he been a member of the jury, but on the facts as they come through the sieve of the jury's deliberations. There are two bases upon which a judgment n.o.v. can be entered: one, the movant is entitled to judgment as a matter of law, and/or two, the evidence was such that no two reasonable minds could disagree that the outcome should have been rendered in favor of the movant. With the first, a court reviews the record and concludes that even with all factual inferences decided adverse to the movant the law nonetheless requires a verdict in his favor, whereas with the second the court reviews the evidentiary record and concludes that the evidence was such that a verdict for the movant was beyond peradventure.

Moure v. Raeuchle, 529 Pa. 394, 402-403, 604 A.2d 1003, 1007 (1992) (citations and quotation marks omitted). We will evaluate appellant's arguments and the decision of the lower court in accordance with these principles.

Appellant contends that the trial court erred in concluding that appellant lacked standing and could not maintain a private statutory cause of action pursuant to 47 P.S. § 4-492(20)(i) of the Pennsylvania Liquor Code. Because the question of whether a private statutory cause of action exists under § 4-492(20) has not been previously decided by the Pennsylvania courts, we necessarily begin our discussion with an examination of the pertinent statute, which is set forth as follows It shall be unlawful--

Interference with transfer of license, business or franchise

(20)(i) For any manufacturer to interfere with or prevent any distributor or importing distributor from selling or transferring his license, business or franchise, whether before or after notice of modification, cancellation, termination, rescission or nonrenewal has been given, provided the proposed purchaser of the business of the distributor or importing distributor meets the material qualifications and standards required of the manufacturers[,] other distributors or importing distributors....

47 P.S. § 4-492(20)(i). ⁵

In construing the above statute, we must ascertain and effectuate the intention of the General Assembly. 1 Pa.C.S.A. § 1921(a). We are guided by the following presumptions in ascertaining legislative intent:

(1) That the General Assembly does not intend a result that is absurd, impossible of execution or unreasonable.

(2) That the General Assembly intends the entire statute to be effective and certain.

(3) That the General Assembly does not intend to violate the Constitution of the United States or of this Commonwealth.

(4) That when a court of last resort has construed the language used in a statute, the General Assembly in subsequent statutes on the same subject matter intends the same construction to be placed upon such language.

(5) That the General Assembly intends to favor the public interest as against the private interest.

1 Pa.C.S.A. § 1922. In addition, we are not free to disregard the letter of a statute under the pretext of pursuing its spirit when its words are clear and free from all ambiguity. 1 Pa.C.S.A. § 1921(b). Moreover, statutes or parts of statutes which are in pari materia, i.e., statutes or parts thereof which relate to the same persons or things or to the same class of persons or things, must be construed together, insofar as possible, as one statute.

Application of the above principles reveals that § 4-492(20) neither expressly grants nor denies any person the right to initiate a private statutory cause of action. Because the statute is silent on this subject, we must ascertain whether the General Assembly implicitly intended to provide for a private statutory cause of action. ⁶ In determining whether a private remedy is implicit in a statute not expressly providing one, several factors are relevant. First, is the plaintiff one of the class for whose especial benefit the statute was enacted, that is, does the statute create a ... right in favor of the plaintiff? Second, is there an indication of legislative intent, explicit or implicit, either to create such a remedy or to deny one? Third, is it consistent with the underlying purposes of the legislative scheme to imply such a remedy for the plaintiff?

Cort v. Ash, 422 U.S. 66, 78, 95 S.Ct. 2080, 2088, 45 L.Ed.2d 26, 36 (1975) (citations and quotation marks omitted; emphasis in original). See also Everett v. Harron, 380 Pa. 123, 127-128, 110 A.2d 383, 385-386 (1955) (in which the court relied upon similar factors in determining that the plaintiffs had a right to proceed against the defendants in a civil action to recover damages based on the defendants' violation of a criminal statute). Each of the above factors is not entitled to equal weight, however, and the central focus remains whether the legislature intended to create, either expressly or by implication, a private cause of action. Touche Ross & Co. v. Redington, 442 U.S. 560, 575, 99 S.Ct. 2479, 2489, 61 L.Ed.2d 82, 96 (1979). Consideration of these elements persuades us that the General Assembly...