American Mart Corp. v. Joseph E. Seagram & Sons, Inc.

• Citation: 824 F.2d 733
• Decision Date: 25 August 1987
• Docket Number: Nos. 85-2849,85-2910,s. 85-2849
• Parties: AMERICAN MART CORP., Plaintiff-Appellant/Cross-Appellee, v. JOSEPH E. SEAGRAM & SONS, INC., Defendant-Appellee/Cross-Appellant.
• Court: United States Courts of Appeals. United States Court of Appeals (9th Circuit)

Page 733

824 F.2d 733

56 USLW 2148

AMERICAN MART CORP., Plaintiff-Appellant/Cross-Appellee, v. JOSEPH E. SEAGRAM & SONS, INC., Defendant-Appellee/Cross-Appellant.

Nos. 85-2849, 85-2910.

United States Court of Appeals Ninth Circuit.

Argued and Submitted June 9, 1987.

Decided Aug. 10, 1987.

As Amended Aug. 25, 1987.

David W. Ichel (argued), Barry R. Ostrager, Jacob M. Yellin, Douglas C. Blakeman, Simpson Thacher & Bartlett, New

York City, for defendant-appellee/cross-appellant.

William F. Nelson, Madison, Wis., for plaintiff-appellant/cross-appellee.

Appeal from the United States District Court for the District of Nevada.

Before FLETCHER, REINHARDT and KOZINSKI, Circuit Judges.

PER CURIAM:

American Mart Corp. (AMC) brought this action in district court alleging that Joseph E. Seagram & Sons, Inc.'s (Seagram) termination of AMC's liquor distribution franchises violated the Nevada Alcoholic Beverage Franchise Act (Franchise Act). Nev.Rev.Stat. Secs. 598.290-598.350 (1985). The Franchise Act prohibits, inter alia, the termination of liquor distribution franchises without "good cause." Id. Sec. 598.330(2). But a franchisor is given a complete defense if it can prove that the termination was done "in good faith and for good cause." Id. at Sec. 598.350. The district court held that "good cause" exists where "in the exercise of prudent business judgment the supplier terminates the franchise on grounds that are truly legitimate and are not arbitrary, capricious, irrational, unreasonable or irrelevant," whether or not the distributor is at fault. American Mart Corp. v. Joseph E. Seagram & Sons, Inc., 643 F.Supp. 44, 48 (D.Nev.1985). Finding that Seagram terminated the franchise for a legitimate business purpose, it denied AMC's request for injunctive relief and entered judgment for Seagram. AMC appeals.

Discussion

As noted, section 598.350 provides the franchisor with a complete defense where the termination was undertaken "in good faith and for good cause." We interpret the good faith and good cause requirement as embodying both an objective and a subjective element. In order to show that there was good cause for the termination, the franchisor must establish the existence of a sufficient business justification for its actions: specifically, it must demonstrate the existence of a well founded objective ground for the termination based upon compelling business reasons. The subjective requirement of good faith calls for the additional showing that the termination was in fact based on such ground and that it was not undertaken with a vindictive or otherwise improper motive.

Here, the underlying decision was not one in which a liquor franchisor resolved initially to take an action directed against a particular Nevada distributor or distributors. Rather, the termination was undertaken by Seagram pursuant to a nationwide plan of reorganization which called for consolidation of its distribution network. The company decided to change from a system under which it authorized several distributors to do business within a particular geographic area to a system of exclusive distributorships. In order to implement its new plan in Nevada, Seagram was compelled to terminate two of the three companies it had previously designated to represent it in that state. Under these circumstances, our inquiry is less probing than it might otherwise be. There is sufficient...