Leibel v. Raynor Manufacturing Co.,

571 S.W.2d 640 (1978)

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Nature of the Case

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Facts

P and D entered into an oral agreement whereby P was to have an exclusive dealer-distributorship for D's garage doors in a territory extending for a 50-mile radius from Lexington, Kentucky. The agreement was entered into on March 1, 1974. D agreed to sell and deliver to P its garage doors, operators and parts at the factory distributor price, and P agreed to sell, install and service D products exclusively, thereby establishing a relationship of dealer-distributor and manufacturer-supplier. P borrowed substantial sums of money in order to make certain capital expenditures, purchase an inventory, and to provide working capital for starting the business, including the rental of storage and office space, employment of personnel, and the purchase of a service truck, tools, and equipment. After two years of decreasing sales of Raynor products in the Lexington area, P notified D on June 30, 1976, that as of that date the relationship was terminated. P was also notified that Helton Overhead Door Sales had been established by P as the new dealer-distributor for the area and that P would be required to order all future doors, operators, and parts from the new dealer-distributor. P sued D. D moved for summary judgment because the relationship was at will. P claims he was entitled to reasonable notice of P's intention to terminate the agreement. P relied on UCC 2-309. The circuit court granted the summary judgment holding that the UCC did not apply. The court reasoned that even if it did, 'reasonable notification' was not necessary. P appealed.