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Beer Capital Distributing, Inc. v. Guinness Bass Import Co.

May 16, 2002

BEER CAPITOL DISTRIBUTING, INC., PLAINTIFF-APPELLANT,
v.
GUINNESS BASS IMPORT COMPANY, DEFENDANT-APPELLEE.



Appeal from the United States District Court for the Eastern District of Wisconsin. No. 00-C-0783--Lynn S. Adelman, Judge.

Before Flaum, Chief Judge, and Coffey and Kanne, Circuit Judges.

The opinion of the court was delivered by: Flaum, Chief Judge.

Argued April 9, 2002

Beer Capitol Distributing, Inc. ("Beer Capitol") held the distribution rights to Guinness Bass Import Company ("GBIC") products in Waukesha County and most of Milwaukee County, Wisconsin from 1992 through April 2000, at which point GBIC sent a notice of termination to Beer Capitol. Beer Capitol brought this action, alleging violations of Wisconsin's Fair Dealership Law, breach of contract, promissory estoppel, and unjust enrichment. The district court, sitting under diversity jurisdiction and applying Wisconsin law, granted GBIC's motion for summary judgment and dismissed the suit in its entirety. Beer Capitol appeals the ruling only as to the promissory estoppel and unjust enrichment claims. For the reasons set forth below, we affirm the judgment of the district court.

I. Background

In late 1999, GBIC decided to consolidate the southeastern Wisconsin distribution rights to its products by employing one distributor to serve the entire area. At that time Beer Capitol was one of five distributors in the area, each serving a subsection of southeastern Wisconsin. After GBIC made its plan known, three entities vied for the exclusive rights: Beer Capitol, United Beverage--a consortium of several of the other existing distributors, and Beechwood-- a local Anheuser Busch distributorship. GBIC ultimately selected Beechwood.

GBIC does not dispute that Beer Capitol was successful in distributing GBIC products in Waukesha and Milwaukee counties for the eight years that it held the rights to do so. Its sales for the territory increased tenfold over the course of the distributorship; Beer Capitol's sales performance greatly exceeded GBIC's national average. Likely because of this strong record, Kent Billingsley, the GBIC regional manager, told Beer Capitol that he would recommend--and did recommend--to GBIC's corporate executives charged with making the final decision that it be chosen as the consolidated southeastern Wisconsin distributor. After giving his recommendation, Billingsley informed Beer Capitol that he believed it to be the leading candidate. Beer Capitol believed itself to be the leading candidate as well.

In early 2000, Joseph Madrigrano, the founder and president of Beer Capitol, attended a meeting with GBIC's vice president of customer management, Jessie Gay; its central zone director, Eric Welles; and Billingsley. Beer Capitol contends that at this meeting, GBIC made statements that a reasonable person in Beer Capitol's position could have interpreted as a promise on which it could reasonably rely that it would be selected as the consolidated distributor. At the meeting, Gay asked Madrigrano whether Beer Capitol would be willing to pay 2 to 9 times earnings to the other four current distributors to gain an exclusive distributorship; Madrigrano responded in the affirmative. Beer Capitol contends that the question comprised a promise or representation that Beer Capitol would become the exclusive southeastern Wisconsin distributor of GBIC products. Beer Capitol also maintains that in reliance on that promise, it hired new staff members and continued to make improvements that it had begun based on Billingsley's statement that it was the leading candidate, including installing a new computer system, and expanding its facilities.

On April 28, 2000, GBIC notified Beer Capitol that it had chosen Beechwood, an Anheuser-Busch distributor for southeastern Wisconsin, to be the sole distributor, and therefore terminated Beer Capitol. In its termination letters to Beer Capitol and the other previous distributors, GBIC offered compensation equivalent to one year's proceeds so long as the distributors agreed not to challenge the termination decision. Each terminated distributor but Beer Capitol agreed to these terms.

Instead, Beer Capitol brought the instant action against GBIC alleging violation of Wisconsin's Fair Dealership Law, breach of contract, promissory estoppel, and unjust enrichment. The district court granted GBIC summary judgment on each claim; Beer Capitol appeals as to the promissory estoppel and unjust enrichment claims.

II. Discussion

We review a grant of summary judgment de novo, viewing all of the facts, and drawing all reasonable inferences therefrom, in favor of the nonmoving party. See, e.g., Lewis v. Holsum of Fort Wayne, Inc., 278 F.3d 706 (7th Cir. 2002). Summary judgment is proper when the "pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Id.; Fed. R. Civ. P. 56(c). If the nonmoving party fails to make a sufficient showing on an essential element of her case, the moving party is entitled to judgment as a matter of law because "a complete failure of proof concerning an essential element of the [non-movant's] case necessarily renders all other facts immaterial." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).

a. Promissory Estoppel

To prevail on a promissory estoppel claim, a plaintiff must present evidence establishing 1) a promise; 2) on which the promisor should reasonably expect to induce action or forbearance; 3) which did induce such action or forbearance; and 4) that injustice can be avoided only by enforcement of that promise. Hoffman v. Red Owl Stores, Inc., 133 N.W.2d 267, 273 (Wis. 1965). The district court granted GBIC summary judgment on the issue, ...


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