General Wholesale Beer Co. v. Theodore Hamm Co.
| Decision Date | 06 February 1978 |
| Docket Number | No. 76-1805,76-1805 |
| Citation | 567 F.2d 311 |
| Parties | GENERAL WHOLESALE BEER COMPANY et al., Plaintiffs-Appellants, v. THEODORE HAMM COMPANY, Defendant-Appellee. |
| Court | U.S. Court of Appeals — Fifth Circuit |
F. Carlton King, Jr., Howard O. Hunter, Philip S. Coe, Atlanta, Ga., for plaintiffs-appellants.
Richard R. Cheatham, Thomas H. Edwards, Atlanta, Ga., for defendant-appellee.
Appeal from the United States District Court for the Northern District of Georgia.
Before BROWN, Chief Judge, THORNBERRY and MORGAN, Circuit Judges.
This diversity case from the Northern District of Georgia comes to us on appeal from a directed verdict granted to defendant-appellee after presentation of appellants' case. Because there are issues of fact remaining for the jury we therefore reverse and remand on both the contract count and the fraud count for further proceedings.
The appellants 1 are interconnected corporations doing business as beer distributors in Georgia and Florida. Appellee and appellee's predecessor were brewers of beer. In May, 1973, standard form wholesale sales agreements were executed by appellants (exception Suburban) and appellee's predecessor. Later in 1973, appellee acquired the Hamms trademark. The relationship between brewer and wholesaler remained virtually unchanged with the substitution of appellee and deliveries were made in conformance to the previously executed sales agreements.
During 1974, as a result of expansion negotiations, appellants General Wholesale and Suburban were expanded and formed respectively. In early March, however, beer shipments to appellants unaccountably stopped. On March 12, 1975 appellants received a letter from Olympia Brewing Company informing them that Olympia had purchased the Hamms business and trademark and, that henceforth no further shipments would be made to appellants.
Appellants filed suit alleging breach of contract with respect to the wholesale sales agreements and fraud in the inducement of the creation of Suburban and expansion of General Wholesale. After plaintiffs' evidence, the district court granted defendants' motion for a directed verdict.
The standard for determination of the validity of a motion for a directed verdict was set forth in Boeing Co. v. Shipman, 411 F.2d 365 (5th Cir. 1971). In Boeing the court stated:
On motions for directed verdict and for judgment notwithstanding the verdict the Court should consider all of the evidence not just that evidence which supports the nonmover's case but in the light and with all reasonable inferences most favorable to the party opposed to the motion. If the facts and inferences point so strongly and overwhelmingly in favor of one party that the Court believes that reasonable men could not arrive at a contrary verdict, granting of the motion is proper. On the other hand, if there is substantial evidence opposed to the motions, that is, evidence of such quality and weight that reasonable and fair-minded men in the exercise of impartial judgment might reach different conclusions, the motions should be denied, and the case submitted to the jury.
411 F.2d at 374. The standard is the same on appeal as before the lower court. Alman Brothers Farm Feed Mill, Inc. v. Diamond Laboratories, Inc., 437 F.2d 1295 (5th Cir. 1971).
Appellants contend that the trial court erred in directing a verdict on the contract count because the terms of the contract are so ambiguous with respect to the scope of the agreement's termination provisions that reasonable minds may differ, and therefore, a question of fact exists for the jury. Generally, the interpretation of a contract is an issue of fact for the jury. See Zell Ins. Agency v. Guaranty Security Ins. Co., 399 F.2d 147 (5th Cir. 1968); Dobson v. Masonite Corp., 359 F.2d 921, 923 (5th Cir. 1966). If the terms of the contract are unambiguous, however, then the interpretation of the terms is solely for the judge. Barclays Bank D. C. O. v. Mercantile National Bank, 481 F.2d 1224, 1234 (5th Cir. 1973). Merely because the parties disagree upon the meanings of contract terms will not transform the issue of law into an issue of fact. Barclays Bank, supra, at 1234.
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