BACARDI U.S.A, INC. AND MHW, LTD., APPELLANTS,
v.
GALLO WINE DISTRIBUTORS, LLC D/B/A PREMIER WINES & SPIRITS, INC., APPELLEE
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Bacardi U.S.A. and MHW, Ltd. appealed a temporary injunction that mandatorily enforced an alleged oral agreement concerning New York State liquor distribution rights. The court reversed, holding that the purported contract was too indefinite to enforce, contrary to New York law, and superseded by a later written agreement, and that injunctive relief was therefore inappropriate.
The court held that the temporary injunction should not have been issued because none of the legal prerequisites for injunctive relief were satisfied: the underlying contract was too indefinite to be enforceable as a matter of law, it was invalid under New York Alcoholic Beverage Control Law, it was superseded by a later written agreement, and any harm could be fully compensated by damages.
[1] An alleged oral agreement is legally unenforceable if its terms are too indefinite.
[2] A contract may be invalid if it is contrary to the laws of the governing jurisdiction.
Previewing 2 of 6 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“the "agreement" was (a) so indefinite in its terms as to be legally unenforceable”
Establishes that the oral contract lacked sufficient definiteness to be enforceable as a matter of law
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Join FLexlaw to unlock all legal intelligenceBacardi and MHW sought to enforce an alleged oral agreement with Gallo Wine Distributors concerning the right to distribute certain liquor brands in N…
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SCHWARTZ, Chief Judge.
This is an appeal from a temporary injunction which mandatorily enforced an alleged oral agreement concerning the New York State rights to distribute certain brands of liquor manufactured by the appellant Bacardi. Assuming the dubious proposition that the finding below that the purported contract even existed may be upheld, we conclude as a matter of law that the “agreement” was (a) so indefinite in its terms as to be legally unenforceable, see Eclipse Medical, Inc. v. American Hydro-Surgical Instruments, Inc., No.96-8532-Civ-Ryskamp, 1999 WL 181412 (S.D.Fla. Jan.20, 1999)(unpublished), aff'd, 235 F. 3d 1344 (11th Cir.2000)(table); Dreyfuss v. Dreyfuss, 701 So. 2d 437 (Fla. 3d DCA 1997); Shay v.
First Fed’l, Inc., 429 So. 2d 64 (Fla. 3d DCA 1983); Smith v. Smith, 375 So. 2d 1138 (Fla. 3d DCA 1979); (b) invalidly contrary to New York law, which forbids the alleged contracting party, Bacardi, from entering into such a contract, see also New York Alcoholic Beverage Control Law § 99 b(j)(McKinney 2002); and (c) superseded by a later, totally inconsistent written agreement dealing with the same subject matter. Eclipse, and cases cited; Azar v. Richardson Greenshields Securities, Inc., 528 So. 2d 1266 (Fla. 2d DCA 1988).
Furthermore, there was no showing that any alleged harm could not be fully compensated by an award of damages. See Jackson Dairy, Inc. v. H.P. Hood & Sons, Inc., 596 F. 2d 70 (2d Cir.1979); Paradise Distribs. v. Evansville Brewing Co., Inc., 906 F.Supp. 619 (N.D.Okla.1995); Jacksonville Electric Authority v. Beemik Builders, 487 So. 2d 372 (Fla. 1st DCA 1986).
Thus, of the legal prerequisites to the appropriate issuance of a temporary injunction' — -substantial likelihood of success on the merits, Bradley v. Health Coalition, Inc., 687 So. 2d 329 (Fla. 3d DCA 1997); City of Jacksonville v. Naegele Outdoor Advertising Co., 634 So. 2d 750 (Fla. 1st DCA 1994), approved, 659 So. 2d 1046 (Fla.1995), absence of an adequate remedy at law, DeLeon v. Aerochago, S.A., 593 So. 2d 558 (Fla. 3d DCA 1992), existence of irreparable injury in the absence of injunctive relief, DeLeon, and non-disservice of the public interest; Smith Barney Shearson, Inc. v. Berman, 678 So. 2d 376 (Fla. 3d DCA 1996) — not a single one exists on this record. It follows that the injunctive order below is reversed and the cause remanded with directions to deny that relief.
Reversed and remanded.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Authorities Cited (12 total)
- Jackson Dairy, Inc. v. H. P. Hood & Sons, Inc., 596 F.2d 70 (2d Cir. 1979)
- City OF Jacksonville v. Naegele Outdoor Advertising Co., 634 So. 2d 750 (Fla. 1st DCA 1994)
- Eclipse Med., Inc. v. Am. Hydro-Surgical Instruments, Inc., 262 F. Supp. 2d 1334 (S.D. Fla. 1999)
- Bradley v. Health Coal., Inc., 687 So. 2d 329 (Fla. 3d DCA 1997)
- Naegele Outdoor Adv. Co. v. Jacksonville, 659 So. 2d 1046 (Fla. 1995)
- Ira Shay & Shalev Corp. v. First Fed. OF Miami, Inc., 429 So. 2d 64 (Fla. 3d DCA 1983)
- Vanderbilt BAY Condo. Ass'n, Inc. v. Bd. of Trs. of the Internal Improvement Tr. Fund of the State of Fla., 528 So. 2d 1266 (Fla. 1st DCA 1988)
- Jacksonville Elec. Auth. v. Beemik Builders & Constructors, Inc., 487 So. 2d 372 (Fla. 1st DCA 1986)
- Dreyfuss v. Jacques F. Dreyfuss & Brickell Earth Station, Inc., 701 So. 2d 437 (Fla. 3d DCA 1997)
- de Leon v. Aerochago, S.A., 593 So. 2d 558 (Fla. 3d DCA 1992)