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Metz Beverage Co. v. Wyoming Beverages2/7/2002
Appeal from the District Court of Campbell County: The Honorable Terrence L. O'Brien, Judge
[ ] This case is brought by the appellant, Metz Beverage Company (Metz), against the appellee, Wyoming Beverages, Inc. (Wyoming Beverage), alleging the wrongful termination of a distributorship contract.
[ ] Metz had distributed Pepsi products for approximately 30 years in northeast Wyoming for Wyoming Beverage. In June 1997, Wyoming Beverage notified Metz that their long-term business arrangement would be terminated effective in October of 1997. Thereafter, Wyoming Beverage filed a declaratory action seeking a resolution of the relation-ship. Metz filed a counterclaim asserting, among other things, breach of contract, fraud, unjust enrichment, promissory estoppel, and a claim seeking an accounting.
[ ] After extensive discovery and the filing of voluminous motions, the district court granted summary judgment against Metz on Metz's breach of contract, fraud, and unjust enrichment claims. The matter is now before this court upon Metz's appeal of the district court's order and certification pursuant to W.R.C.P. 54(b).
ISSUE
[ ] The issue on appeal is straightforward:
Did the District Court have a proper legal and factual basis to grant summary judgment against Metz as to Metz's claims of breach of contract, fraud and unjust enrichment.
FACTUAL BACKGROUND
[ ] In 1967, Metz began to distribute Pepsi products in northeast Wyoming for Wyoming Beverage. That relationship, which continued for 30 years, started as an oral agreement between Forrest Clay of Wyoming Beverage and Buster Metz for Metz. The relationship and agreement appears to have been profitable and amicable for much of the 30 years.
[ ] In May of 1996, Buster Metz died. On June 12, 1997, Mr. Clay wrote a letter to Dorothy Metz, Buster's widow, stating:
We believe that our oral agreement is terminable at will and that competitive circumstances and business necessities dictate termination of the distribution arrangement. . . .
It is our intention to accomplish the transfer to direct distribution on October 1, 1997[.]
It is undisputed that the original agreement made by Mr. Clay and Mr. Metz, in addition to being oral, was indefinite in terms of its duration. In 1990, the parties began discussing a written agreement. The initial attempts to reach a written agreement failed apparently as a result of the parties' inability to agree as to the proper length of the agreement. Metz sought an agreement that was significantly longer in duration than that proposed by Wyoming Beverage.
[ ] Between 1992 and 1994, Metz and Wyoming Beverage again tried to negotiate a written contract. Wyoming Beverage insisted on a limited three-year contract with no right of renewal. Metz continued to seek a longer agreement with a provision that any agreement could only be terminated for cause. During the negotiations, there was extensive communication and correspondence among Mr. Clay and Dorothy and Diana Metz. Diana Metz, Buster's daughter, had become deeply involved in the family business by that time.
[ ] Mr. Clay, in his correspondence with Metz, often expressed dissatisfaction with the performance of Metz's obligations under the contract and indicated that the failure to correct Metz's performance problems would result in termination of the oral agreement. Ultimately, the parties did not reach a written agreement. Buster Metz died in 1996. Wyoming Beverage terminated the relationship with Metz in October of 1997, and Wyoming Beverage itself took over direct distribution of the Pepsi products in nor
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