Coca-Cola Bottling Co. v. Coca-Cola Co., Civ. A. No. 81-48 MMS.
| Decision Date | 18 February 1987 |
| Docket Number | Civ. A. No. 81-48 MMS. |
| Parties | COCA-COLA BOTTLING COMPANY OF ELIZABETHTOWN, INC., et al., Plaintiffs, v. The COCA-COLA COMPANY, Defendant. |
| Court | U.S. District Court — District of Delaware |
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Edmund N. Carpenter II, Charles F. Richards, Jr., Jesse A. Finkelstein, of Richards, Layton & Finger, Wilmington, Del., of Counsel: Emmet J. Bondurant, Jane V. Vehko, and Jeffrey D. Horst, of Bondurant, Mixson & Elmore, Atlanta, Ga., J. Barry Epperson, of Epperson, Goodpaster & Johnston, Tulsa, Okl., M.B. Jackson, of MacDonald, Halsted & Laybourne, Los Angeles, Cal., for plaintiffs.
Andrew B. Kirkpatrick, Jr., William O. LaMotte, III, and Richard D. Allen, of Morris, Nichols, Arsht & Tunnell, Wilmington, Del., of counsel: Griffin B. Bell, Frank C. Jones, Chilton Davis Varner, and Dwight J. Davis, of King & Spalding, Atlanta, Ga., for defendant.
Three motions in this hard fought litigation are the subject of this opinion. Defendant, The Coca-Cola Company ("Company"), requests that the Court amend its decision in Coca-Cola Bottling Co. of Elizabethtown, Inc. v. The Coca-Cola Co., 654 F.Supp. 1388 ("Coke III"), establishing the meaning of the terms "sugar" and "market price" in the 1921 Consent Decrees. Plaintiff bottlers filed two motions, the first for summary judgment on the first-line bottlers' standing to enforce the 1921 Consent Decrees, and the second requesting that the Court certify the Coke III decision as a final judgment under Federal Rule of Civil Procedure 54(b). For reasons detailed below, amendment of Coke III and the Court's Order will be denied. Plaintiffs' motion for summary judgment on the standing issue will be granted with respect to certain bottlers and denied as to others. Plaintiffs' motion for Rule 54(b) certification will be denied. In order to understand the disposition of the motions, it is necessary to review pertinent aspects of this litigation odyssey.
The roots of this case reach back to the 1921 Consent Decrees between the Company and its two parent bottlers, Coca-Cola Bottling Company ("Thomas Company") and The Coca-Cola Bottling Company ("Whitehead-Lupton Company").1 The historical development of the Coca-Cola bottling and distribution system is detailed in the District Court's opinion issued prior to that case's settlement. The Coca-Cola Bottling Co. v. The Coca-Cola Co., 269 F. 796 (D.Del.1920). The 1921 Consent Decrees concluding the original litigation state that the contracts between the Company and the parent bottlers would be perpetual, and created a pricing mechanism for the sale of Coca-Cola syrup to the bottlers.2 PX 4; PX 5. The Whitehead-Lupton and Thomas Companies were bought
out by the Company in 1934 and 1975, respectively, and the Company assumed all obligations to the actual or "first-line" bottlers.
In 1981, a group of "unamended" first-line bottlers brought suit against the Company for declaratory, injunctive, and monetary relief for breach of the 1921 Consent Decrees and enforcement of their Bottler's Contract.3 The principal claims revolve about the Company's use of high fructose corn syrup ("HFCS-55"), and the syrup pricing formula that is drawn from the Consent Decrees and incorporated in the Bottler's Contracts. In August, 1982, this Court rejected the plaintiffs' motion to certify a class of unamended bottlers because plaintiffs "failed to demonstrate that there are common issues of law or fact ... there are simply too many individual contract questions to be tried." Coca-Cola Bottling Co. of Elizabethtown, Inc. v. The Coca-Cola Co., 95 F.R.D. 168, 178 (D.Del. 1982) ("Coke I").
Plaintiffs subsequently filed motions requesting, inter alia, reconsideration of the denial of a class certification, and leave to intervene in the original 1920 cases between the company and the parent bottlers to permit enforcement of the Consent Decrees. The Court granted limited class certification and severed two class issues for separate trial: the meaning of the terms "sugar" and "market price" in the 1921 Consent Decrees. Coca-Cola Bottling Co. of Elizabethtown, Inc. v. The Coca-Cola Co., 98 F.R.D. 254, 282 (D.Del.1983) ("Coke II"). The petitions for intervention in the 1920 cases were denied.4 Id.
After 16 days of trial, generating over 3400 pages of transcript, the Court ruled on the meaning of the terms "sugar" and "market price" in the Consent Decrees. Coke III, 654 F.Supp. at 1391. Resolution of those questions "did not include consideration of issues and defenses peculiar to individual bottlers nor construction of the actual bottlers' contracts." Id. at 1391 n. 4. Plaintiffs and defendant then each filed the post-trial motions presently under consideration.
Defendant moves the Court amend its findings and judgment entered on August 8, 1986. The 75-page slip opinion dealt with what movant has described as "an extraordinarily complex and complicated set of facts," most if not all of which were meticulously annotated to the records. Because that opinion contains all of the salient facts and the Court's basis for its finding of fact, legal theory, and conclusions of law, they will not be repeated.
The Coke III opinion defined "market price" as used in Paragraph 7 of 1921 Consent Decrees and determined the meaning of sugar as used in Paragraph 10. The latter determination entailed analyzing whether the term sugar in Paragraph 10 encompassed high fructose corn syrup ("HFCS-55"). The Court held that "the `market price' of sugar in Paragraph 7 means an average of the price per pound for refined granulated sugar of the grade and in the packaging unit in which it is principally sold to industrial users f.o.b. the refinery, as made known to such industrial users upon inquiry prior to sale by the ten refineries in the United States with the largest capacity and output during the first seven days of each calendar quarter, less any discounts, allowances, or rebates from that price which are available to industrial users or are made known to them upon inquiry prior to sale, but not including a standard two percent cash discount or any individually negotiated discounts, allowances, or rebates." I also held that the meaning of the term "sugar" as employed in Paragraph 10 means refined granulated sugar from cane or beet sugar and that HFCS-55 is not sugar for purposes of Paragraph 10. Coke III, 654 F.Supp. at 1391.
The Company takes issue with both conclusions. While its motion is styled as one to amend findings and alter the judgment, the reality is that with respect to market price, it seeks to have its definition adopted in toto. With regard to the meaning of sugar and HFCS-55, it seeks to convert defeat into victory.
On the issue of market price, defendant is unhappy with the conclusion that market price includes "discounts, allowances or rebates ... which are available ... or made known to industrial users upon inquiry prior to sale." The Company contends as it did at trial that the "discounts, allowances or rebates to be used in calculating `market price' are only those which are openly announced by a refiner and available to all purchasers." Dkt. 378 at 12.
While plaintiff assaults the Court's findings on "market price" on several fronts, only those discussed below merit discussion. First, defendant asserts there is no factual support for the Court's definition of the term. It recommends that the formulation be amended or clarified so as to adopt defendant's definition in its entirety. According to the defendant, if the Court does not alter its finding, there will be litigation over implementation of the definition. Moreover, defendant urges that plaintiffs are pursuing a theory of market price never propounded by them prior to the outcome of the trial. The short answer is that ample evidence, annotated to the record as set forth in the Coke III opinion, supports the Court's conclusion.
At best, defendant wishes the Court to view that evidence differently, a battle it lost at trial. With regard to the "market price" definition possibly leading to litigation and not being in full accord with the position of either litigant, the Court cannot be concerned. Its chore was to define a term as used in the 1921 Consent Decrees, based upon the entire record, not simply to chose the litigation position of one of the parties. In like vein, speculation that the definition drawn from all the evidence will lead to additional litigation cannot be permitted to corrupt a well-documented finding of the parties' intent.
Second, defendant argues certain findings of the Court are unsupported by the evidence and go beyond the issues certified for trial. The Company's assertion is directed primarily at what it considers to be adverse factual findings along the spectrum of performance during the sixty plus years of operation under the Consent Decrees. Defendant's contentions as to course of performance were litigated during trial. Notwithstanding its assertions, the findings were annotated to and supported by the record, and nothing defendant has presented persuades the Court that the findings should be changed.
Defendant aggressively argues that one particular finding relating to course of performance is especially egregious, being both unsupported by the evidence and going beyond the issues certified for trial. Defendant objects to the Court's finding that during the long course of performance under the Consent Decrees there was, in 1969, "an abrupt change in policy that deviates from the Consent Decree." Coke III, 654 F.Supp. at 1417. The support for this conclusion is set out in the opinion and refutes defendant's argument that it is unsupported by the record.
Both parties knew prior to trial that course of performance evidence, drawn from years of operating under the...
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