Kobrand Corporation v. Abadia Retuerta S.A.
OPINION & ORDER re: 23 MOTION for Summary Judgment filed by Kobrand Corporation, 30 CROSS MOTION for Summary Judgment filed by Abadia Retuerta S.A. For the foregoing reasons, Kobrand's motion for summary judgment is GRANTED in part and DENIED in part, and Abadia Retuerta's motion for summary judgment is DENIED. The Clerk of the Court is directed to terminate the motions at docket numbers 23 and 30. (Signed by Judge Katherine B. Forrest on 11/19/2012) (mro)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
12 Civ. 154 (KBF)
Opinion & Order
ABADIA RETUERTA S.A.,
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KATHERINE B. FORREST, District Judge:
On September 7, 2005, plaintiff Kobrand Corporation entered into an
agreement to be the exclusive distributor of three brands of wine produced by
defendant Abadia Retuerta S.A. for certain countries, including the United
States. From 2007 through 2010 Abadia Retuerta provided to Kobrand
and Kobrand sold - less wine than the parties anticipated in their
agreement. On June 20,2011, Abadia Retuerta notified Kobrand that it
would terminate the agreement effective August 31,2011, asserting that
Kobrand failed to meet minimum sales requirements. Kobrand then brought
suit, and Abadia Retuerta counterclaimed, both for breach of contract. Now
before the Court are the parties' cross motions for summary judgment.
For the following reasons, Kobrand's motion for summary judgment is
GRANTED in part and DENIED in part, and Abadia Retuerta's motion for
summary judgment is DENIED.
a. The Agreement
On September 7,2005, Kobrand and Abadia Retuerta entered into a
distribution agreement. (See generally Cvjetkovic Decl. Ex. 1, ECF No. 25
("Agreement").) Kobrand agreed to market and distribute three brands of
wine in the "assigned territory":l "Abadia Retuerta Cuvee EI Palomar"
("Palomar"), "Abadia Retuerta Selecci6n Especial" ("Selecci6n Especial"), and
"Abadia Retuerta Rivola" ("Rivola"). (ld. at 1.) Kobrand also agreed to sell
minimum volumes of that wine at minimum prices in order to assure Abadia
Retuerta a "Total SUPPLIER Annual Floor Revenue." (See id. at 5, 11.)
These volumes and prices were explicitly negotiable. (See id. at 11.)
Abadia Retuerta, for its part, agreed to sell Palomar, Selecci6n
Especial, and Rivola exclusively to Kobrand within the assigned territories.
(ld. at 1.) It also agreed to provide Kobrand with at least as much wine as
Kobrand was required to sell under the agreement. (ld. at 5.) But Abadia
Retuerta was not required to provide Kobrand with that much wine if
sufficient "production levels in a particular year [were] not attainable due to
forces outside [Abadia Retuerta],s reasonable control." (ld.) Ifproduction
The "assigned territory" includes the United States, Canada, the Caribbean Basin, and
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