BERLINER FOODS CORP. v. PILLSBURY CO.
633 F.Supp. 557 (1986)
BERLINER FOODS CORPORATION, et al.
The PILLSBURY COMPANY, et al.
Civ. No. JFM-86-1040.
United States District Court, D. Maryland.
April 22, 1986.
James P. Ulwick, Kramon & Graham, Baltimore, Md., and Brendan V. Sullivan, Jr., Williams & Connolly, Washington, D.C., for plaintiffs.
Shelly E. Mintz, Joseph, Greenwald & Laake, Hyattsville, Md., and Stanley M. Gorinson, Pillsbury, Madison & Sutro, Washington, D.C., for defendants.
MOTZ, District Judge.
This action arises from defendants' termination of Berliner Foods Corporation as a distributor of Haagen-Dazs Ice Cream after the Berliner family sold Berliner Foods to Dreyer's Grand Ice Cream, Inc. Plaintiffs seek injunctive relief as well as monetary damages. On March 31, 1986 this Court denied a temporary restraining order which would have prohibited defendants from terminating the distributorship. Since that time the parties have engaged in expedited discovery and on April 17th a preliminary injunction hearing was held.
Initially, when they requested the temporary restraining order, plaintiffs were seeking an order naming them as the exclusive distributor for Haagen-Dazs in the geographic area which they had previously served. The preliminary injunction for which they pray would be more limited in scope, requiring defendants to maintain them only as a non-exclusive distributor.
The motion for preliminary injunction will be denied.
In or about 1974 Berliner Foods first became a distributor for Haagen-Dazs Ice Cream.1 It is undisputed that the agreement was oral. According to plaintiffs, Reuben Mattus, then the owner of the Haagen-Dazs Company, promised that they would remain as Haagen-Dazs distributors as long as they met Haagen-Dazs' performance standards. Plaintiffs concede that the subject of a transfer of the ownership of the distributorship was not discussed between Mattus and themselves. Over the next decade both parties flourished through their relationship. The concept of manufacturing and marketing high quality and high priced ice cream took hold (despite initial resistance to it) and the Berliners successfully promoted the sale of Haagen-Dazs to supermarket chains and other retailers in the Baltimore-Washington area. In 1983 the Pillsbury Company acquired Haagen-Dazs. Although the Berliners (as well as other Haagen-Dazs distributors throughout the country) were concerned as to whether Pillsbury would adhere to the oral distribution agreements which they had made with Reuben Mattus, Berliner Foods remained as a distributor for Haagen-Dazs. It was notably successful, and Pillsbury indicated interest in buying the Berliners out. However, in December 1985 the Berliners entered into a contract to sell Berliner Foods not to Pillsbury but to Dreyers, the manufacturer of a premium ice cream which has heretofore been sold primarily in the western part of the United
States. Dreyers is attempting to expand its market to the east and chose to purchase Berliner Foods as the means to effect distribution in the mid-Atlantic region.2