United Wholesale Liquor Co. v. Brown-Forman Distillers Corp., BROWN-FORMAN

Docket NºBROWN-FORMAN
Citation108 N.M. 467, 775 P.2d 233, 1989 NMSC 30
Case DateMay 17, 1989
CourtSupreme Court of New Mexico

Page 233

775 P.2d 233
108 N.M. 467, 9 UCC Rep.Serv.2d 18
UNITED WHOLESALE LIQUOR COMPANY and Michael J. Chiordi,
Plaintiffs-Appellants and Cross-Appellees,
v.
BROWN-FORMAN DISTILLERS CORPORATION, Brown-Forman Beverage
Company, and Quality Import Company,
Defendants-Appellees and
Cross-Appellants.
No. 17839.
Supreme Court of New Mexico.
May 17, 1989.
Rehearing Denied July 3, 1989.

Page 234

[108 NM 468] James A. Branch, Jr., Albuquerque, for plaintiffs-appellants and cross-appellees.

Kemp, Smith, Duncan & Hammond, John P. Eastham, Celia F. Rankin, Albuquerque, Douglas W. Metz, Washington, D.C., Alice E. Herter, Santa Fe, for amicus curiae Wine & Spirits Wholesalers of America.

Eaves, Darling & Porter, P.A., John T. Porter, Albuquerque, for amicus curiae Quality Import Co.

OPINION

STOWERS, Justice.

Plaintiffs-appellants, United Wholesale Liquor Company (United) and Michael J. Chiordi, appeal from the judgment of the district court granting summary judgment in favor of defendants-appellees, Brown-Forman Distillers Corporation (Brown-Forman) and Quality Import Company (Quality), on the choice of law provision that Kentucky and not New Mexico law is controlling in this case. Brown-Forman and Quality cross-appeal the trial court's judgment granting partial summary judgment in favor of United on the issue of liability that Brown-Forman's decision to terminate United as its distributor did not constitute "good cause" under the New Mexico Alcohol Beverage Franchise Act (Franchise Act), NMSA 1978, Sections 60-8A-7 to -11 (Repl.Pamp.1987), if New Mexico law is applicable to this dispute. Since we affirm the district court on the choice of law question, we need not decide whether Brown-Forman's termination of United fell within the purview of NMSA 1978, Sections 60-8A-7 and -8.

Brown-Forman, a Delaware corporation with its principle place of business in Louisville, Kentucky, is engaged in the business of producing and supplying certain brands of alcoholic beverages to wholesalers. United, a New Mexico corporation with its principle place of business in Albuquerque, is a wholesaler of alcoholic beverages and is licensed to distribute products to retail outlets in New Mexico. On June 10, 1965, Brown-Forman entered into a distributor contract or franchise agreement with United in which United would distribute certain lines of Brown-Forman's products in northern New Mexico.

In 1983, United was to be sold to Star Corporation. Upon learning of this proposed sale, Brown-Forman entered into another distributor contract with United. In this agreement United's distribution territory was expanded to include the southern part of New Mexico and new lines of Brown-Forman products were specificed therein for distribution. The agreement also stated that Michael Chiordi remain with United as sales manager, that United add more sales staff, construct a new warehouse and increase its fleet of delivery trucks.

In 1986, Brown-Forman concluded that to remain competitive in the marketplace it had to consolidate its brands into one distributor in each state or large geographical area. In order to accomplish this goal,

Page 235

[108 NM 469] Brown-Forman requested its three New Mexico wholesale distributors, United, Southwest Distributor and Quality, to make a presentation on their ability to market all Brown-Forman brands in New Mexico. The winner of the presentation was to become the sole distributor for Brown-Forman's entire line of products in New Mexico. After the presentation was held in June of 1987, Brown-Forman concluded that Quality had the most efficient operation and that all brands should be consolidated into that company. In a letter dated December 29, 1987, Brown-Forman informed United of its decision to terminate their franchise agreement, effective December 31, 1988.

As a result of this decision, United filed the present lawsuit alleging, among other things, that Brown-Forman's termination of the 1983 distributor contract was not for good cause and in good faith as required by Section 60-8A-7 and Section 60-8A-8 of the New Mexico Franchise Act. In moving for summary judgment, United argued that it was entitled to judgment as a matter of law on the issue of liability on the grounds that Brown-Forman violated the Franchise Act; that United had an implied-in-fact or quasi contract with Brown-Forman for the distribution of Bols and Garneau products from 1983 to the present; and, that Michael Chiordi had a quasi or constructive contract for the benefit of Brown-Forman. In its opposition motion and cross-motion for summary judgment, Brown-Forman claimed that since the contracts had to be construed by the laws of Kentucky, it had the right to terminate the contracts as it did; that even if New Mexico law applied, the Franchise Act, which was to be applied prospectively, was inapplicable to the Bols and Garneau products; that the termination of the franchise was for good cause and in good faith; and all the remaining claims were invalid. From the judgment of the district court granting summary judgment in favor...

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69 practice notes
  • K & V Scientific v. Bayerische Motoren Werke, No. CIV. 00-1615 BB/DJS.
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • September 6, 2001
    ...Corp. v. Ocotillo West Joint Venture, 840 F.Supp. 1463, 1479 (D.N.M. 1993), United Wholesale Liquor Co. v. Brown-Forman Distillers Corp., 108 N.M. 467, 471, 775 P.2d 233, 237 (N.M.1987), the state has not spoken to forum selection clauses. Second, the parties' confidentiality agreement incl......
  • Kennicott v. Sandia Corp., No. CIV 17–0188 JB/GJF
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • May 14, 2018
    ...Conflict of Laws when analyzing choice of law issues."); United Wholesale Liquor Co. v. Brown–Forman Distillers Corp., 1989-NMSC-030, ¶ 9, 108 N.M. 467, 469, 775 P.2d 233 ("New Mexico adheres to a traditional conflicts of law analysis contained in Restatement (First) of Conflicts of Law.").......
  • Anderson Living Trust v. WPX Energy Prod., LLC, No. CIV 12–0040 JB/KBM.
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • May 16, 2014
    ...has adopted the First Restatement approach to choice-of-law analyses, see United Wholesale Liquor Co. v. Brown–Forman Distillers Corp., 108 N.M. 467, 469, 775 P.2d 233, 235 (“New Mexico adheres to a traditional conflicts of law analysis contained in Restatement (First) of Conflicts of Law (......
  • Anderson Living Trust v. WPX Energy Prod., LLC, No. CIV 12–0040 JB/KBM.
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • May 16, 2014
    ...has adopted the First Restatement approach to choice-of-law analyses, see United Wholesale Liquor Co. v. Brown–Forman Distillers Corp., 108 N.M. 467, 469, 775 P.2d 233, 235 (“New Mexico adheres to a traditional conflicts of law analysis contained in Restatement (First) of Conflicts of Law (......
  • Request a trial to view additional results
69 cases
  • K & V Scientific v. Bayerische Motoren Werke, No. CIV. 00-1615 BB/DJS.
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • September 6, 2001
    ...Corp. v. Ocotillo West Joint Venture, 840 F.Supp. 1463, 1479 (D.N.M. 1993), United Wholesale Liquor Co. v. Brown-Forman Distillers Corp., 108 N.M. 467, 471, 775 P.2d 233, 237 (N.M.1987), the state has not spoken to forum selection clauses. Second, the parties' confidentiality agreement incl......
  • Kennicott v. Sandia Corp., No. CIV 17–0188 JB/GJF
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • May 14, 2018
    ...Conflict of Laws when analyzing choice of law issues."); United Wholesale Liquor Co. v. Brown–Forman Distillers Corp., 1989-NMSC-030, ¶ 9, 108 N.M. 467, 469, 775 P.2d 233 ("New Mexico adheres to a traditional conflicts of law analysis contained in Restatement (First) of Conflicts of Law.").......
  • Anderson Living Trust v. WPX Energy Prod., LLC, No. CIV 12–0040 JB/KBM.
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • May 16, 2014
    ...has adopted the First Restatement approach to choice-of-law analyses, see United Wholesale Liquor Co. v. Brown–Forman Distillers Corp., 108 N.M. 467, 469, 775 P.2d 233, 235 (“New Mexico adheres to a traditional conflicts of law analysis contained in Restatement (First) of Conflicts of Law (......
  • Anderson Living Trust v. WPX Energy Prod., LLC, No. CIV 12–0040 JB/KBM.
    • United States
    • United States District Courts. 10th Circuit. District of New Mexico
    • May 16, 2014
    ...has adopted the First Restatement approach to choice-of-law analyses, see United Wholesale Liquor Co. v. Brown–Forman Distillers Corp., 108 N.M. 467, 469, 775 P.2d 233, 235 (“New Mexico adheres to a traditional conflicts of law analysis contained in Restatement (First) of Conflicts of Law (......
  • Request a trial to view additional results

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