Berliner Foods Corporation v. Pillsbury Company

633 F.Supp. 557 (1986)

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Nature of the Case

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Facts

In 1974 P became a distributor for Haagen-Dazs Ice Cream through an oral agreement. The owner of the Haagen-Dazs Company promised that P would remain as Haagen-Dazs distributor as long as they met Haagen-Dazs' performance standards. The subject of a transfer of the ownership of the P was not discussed between the parties. Over the next decade, things were great. The concept of manufacturing and marketing high quality and high-priced ice cream took hold (despite initial resistance to it) and the P successfully promoted the sale of Haagen-Dazs to supermarket chains and other retailers in the Baltimore-Washington area. In 1983 D acquired Haagen-Dazs. P remained as a distributor for Haagen-Dazs. D indicated an interest in buying P. In December 1985 P entered into a contract to sell P to Dreyers (“a sworn enemy” and competitor to D), the manufacturer of a premium ice cream that has heretofore been sold primarily in the western part of the United States. Dreyers was attempting to expand its market to the east and chose to purchase P as the means to do so. P did not advise D of the sale until it was final. D learned of the sale and terminated P's distributorship for Haagen-Dazs. P contends there is a distinction between 'premium' ice cream and 'super-premium' ice cream, and that Dreyers and Haagen-Dazs are not competitors. Dreyers and Haagen-Dazs, with D's knowledge and consent, have shared distributors in other areas. D contends that it shared distributors on an experimental basis and that it has decided -- and has so advised Dreyers -- that this relationship is to be discontinued. P sought a preliminary injunction.