United States Court of Appeals
For the First Circuit
No. 95-1017
BRIGGS, INC.,
Plaintiff, Appellant,
v.
MARTLET IMPORTING CO., INC.,
Defendant, Appellee.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MAINE
[Hon. Eugene W. Beaulieu, U.S. Magistrate Judge]
Before
Boudin, Circuit Judge,
Coffin, Senior Circuit Judge,
and Stahl, Circuit Judge.
Joel A. Dearborn with whom Laurie Anne Miller was on brief for
appellant.
David R. Cross with whom James Brennan and John W. McCarthy were
on brief for appellee.
June 14, 1995
COFFIN, Senior Circuit Judge. This is a removed diversity
action in which appellant, Briggs, Inc., a Maine wholesale beer
distributor, sued Martlet Importing Co., a subsidiary of Molson
Breweries U.S.A., seeking injunctive relief and monetary damages.
Briggs claims that Martlet wrongfully gave another company
exclusive rights to distribute a new malt beverage, Molson Ice,
in the "Bangor Market," where Briggs had the exclusive
distribution rights for all other Molson products. The
magistrate judge hearing the case granted summary judgment for
Martlet. We affirm.
In 1975, Martlet designated Briggs as its distributor in the
Bangor area for two of its products, Molson Ale and Molson Beer,
and later added a third, Molson Golden. There was no written
instrument other than the designation of area distributors and
products which Molson filed with the Maine Bureau of Alcoholic
Beverages. The contract between Briggs and Martlet was oral and,
under existing Maine law, terminable-at-will.
In 1979, the Certificate of Approval Holder and Maine
Wholesale Licensee Agreement Act (the Act), Me. Rev. Stat. Ann.
tit. 28-A, 1451-1465, was enacted. This legislation gave
protection to local wholesale distributors from termination by
their suppliers ("certificate of approval holders"); not only was
reasonable notice required, section 1455, but "good cause" was
made a prerequisite, section 1454. After passage of the Act,
Martlet designated Briggs its distributor for four more malt
beverage items, Molson Light, Molson Brador, Molson Exel, and
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Molson Special Dry. Then in 1993, Martlet gave the
distributorship for a new product, Molson Ice, to another
distributor serving the same area.
The magistrate judge conducted a hearing in connection with
a requested temporary restraining order, received depositions and
affidavits, and finally granted summary judgment for Martlet.
The court based its decision on the contract clauses of the U.S.
Constitution, Art. I, 10, cl. 1, and of the Maine Declaration
of Rights, Art. I, 11, holding that to apply the Act
retroactively to the earlier oral agreement between Martlet and
Briggs would substantially impair Martlet's understanding that it
could terminate at will. It also held that no sufficient public
purpose would be served. Finally, it held that there was no
breach of good faith and fair dealing, as alleged in an amended
complaint.
We do not reach the contract clauses issue, preferring to
dispose of this case on the non-constitutional ground that,
whether or not the Act has retroactive application, Martlet was
not obligated under it to assign the distributorship of its new
Molson Ice to Briggs. This is so because that beverage was a new
and separate "brand" within the meaning of the Act, and thus
properly was the subject of an independent distribution
agreement. Briggs argues that the Act bars Martlet from
assigning Molson Ice to another distributor because this
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constitutes a dual distributorship, in violation of section
1453.1 This conclusion follows from Briggs' theory that all
Molson products comprise a single "brand." See App. at 349
(Testimony of Allison Briggs, chairman of the board, that:
"Molson is the brand and Ice is an extension of the Molson's
brand."). Because the Act does not permit a manufacturer to use
multiple distributors for a single brand, Briggs concludes that
it must serve as distributor for all Molson products.
In support of its conclusion, Briggs argues that the Act
does not define "brand" or "label" and that these terms should be
given their ordinary definition. As it happens, however, there
seems to be no single, all purpose definition. Indeed, Briggs
cites a Dictionary of Marketing Terms by Peter D. Bennett to the
effect that "A brand may identify one item, a family of items, or
all items of [a] seller." While such a multiplicity of possible
meanings might in other circumstances preclude summary judgment,
we are not dealing here with a word in vacuo but with its
1The magistrate judge found it unnecessary to decide whether
the original agreement between Briggs and Martlet encompassed all
Molson products to be distributed in the Bangor market or whether
separate agreements were made as each new product was introduced.
Although Briggs' chairman of the board testified that the 1975
agreement obligated Martlet to designate Briggs as its
distributor for all new Molson products, Briggs' brief on appeal
does not contain this contention. We note, in addition, that
Briggs' complaint does not contain a breach of contract count.
These omissions are entirely understandable. The only
evidence offered to support a comprehensive contract is the fact
that Martlet originally assigned some distribution rights to
Briggs. See App. at 346-47, 349-50. The idea that a terminable-
at-will contract for individual products could imply an
enforceable obligation to grant future distributorships, to say
the least, does not carry conviction.
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specific use in a statute that has for many years been
interpreted adversely to Briggs' view.
The statutory language strongly suggests the more limited
"one item" meaning of brand. Section 1451 (and also section
1452(1)(C)) speaks of an agreement between a certificate of
approval holder and a wholesale licensee authorizing the latter
"to distribute one or more of the certificate of approval
holder's brands of malt liquor." (Emphasis added.) The
assumption appears to be that a certificate holder has multiple
"brands," or "kinds," of wine or beer. Section 1453(1) then
prohibits dual distributorships for individual brands or labels,
using the singular forms of those words.2 We think it apparent,
in light of the earlier use of the plural "brands," that the
prohibition in this section concerns discrete products of a
manufacturer, and does not bar multiple distribution agreements
for differently labelled products of a single manufacturer.
Likewise, the obligation to maintain agreements in the absence of
good cause for changing or terminating them must apply only to
the distribution rights of the individual "brands."
If the statutory language leaves any doubt concerning this
interpretation, it is dispelled by the testimony of Lynn Cayford,
Director of Licensing for the Bureau of Liquor Enforcement of the
2 The provision reads as follows: "No certificate of
approval holder who designates a sales territory for which a
wholesale licensee is primarily responsible may enter into any
agreement with any other wholesale licensee for the purpose of
establishing an additional agreement for its brand or label in
the same territory."
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State of Maine for the past thirteen years. He testified that
the agency treated "every label as a separate brand," and that
this definition of "how we handle brands and how we handle labels
is the same way we've handled them in my twelve years or thirteen
years working there."
Briggs urges us to give no deference to the agency's
interpretation because of the lack of a definition in the Act,
the absence of case law, and the fact that Cayford is not an
attorney. This is an original, if meritless, argument. As the
Maine Supreme Judicial Court has made clear, "We shall accept the
agency's construction, especially if, as here, it is long
established . . . unless it clearly violates the legislative
intent." Bar Harbor Banking and Trust Co. v. Superintendent of
the Bureau of Consumer Protection, 471 A.2d 292, 296 (Me. 1984).
The conclusory assertions of Briggs' officers that "brand"
and "label" refer in this context to all products using a
supplier's name do not create a genuine issue of material fact.
There was no violation of the Act, or, a fortiori, of any
obligation of good faith and fair dealing, in Martlet's refusal
to give Briggs the distributorship of its new brand, Molson Ice.
Affirmed.
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