Piantes v. Pepperidge Farm, Inc.

875 F.Supp. 929 (1995)

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Nature of the Case

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Facts

Pepperidge Farm (D) was a producer of baked goods who employs a force of independent contractors who have exclusive franchises to implement distribution of D's goods. Piantes (P) and D entered into a written consignment contract for the suburbs of Boston. P paid D $7,000 for the franchise of which $5,000 was borrowed from D. P, and D continued business for 24 years. A dispute developed in 1992 when D suggested to P that a route split was appropriate in that a new product line would overwhelm P's ability to service his route. P did not want to split his route, but D told him that if he did not, they would invoke the right to terminate his distributorship. Eventually, D confronted P and offered him one last chance to split his route. P refused and D handed him termination papers. D as per the contract then offered to pay P $226,221.50 which they claimed was the 125% valuation of P's route as per the contract. P contends that the termination clause and buy out feature were invalid as when he initially signed on with D, P was assured that the only way his franchise could be terminated was if D went in house with its distribution network and eliminated franchisees of just pulled out of the area completely. That statement was never put in writing. P sued for declaratory relief in an injunction. D moved for summary judgment and P move to amend his complaint.