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Foodmark, Inc. v. Alasko Foods, Inc.

United States Court of Appeals, First Circuit

October 1, 2014

FOODMARK, INC., Plaintiff, Appellee,
v.
ALASKO FOODS, INC., Defendant, Appellant

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS. Hon. Douglas P. Woodlock, U.S. District Judge.

Robert L. Hamer, for appellant.

Peter S. Brooks, with whom Zachary W. Berk and Saul Ewing LLP, were on brief, for appellee.

Before Thompson, Stahl, and Kayatta, Circuit Judges.

OPINION

Page 43

THOMPSON, Circuit Judge.

Appellant Alasko Foods, Inc. (" Alasko" ) and appellee Foodmark, Inc. (" Foodmark" ) wage a pitched battle over the meaning of certain provisions in their " U.S. Representation Agreement [and] Sales Management Agreement," which governed their nearly five-year relationship. The district court found that, in accordance with its contractual obligations, Alasko owed Foodmark a " Non-Renewal Termination Fee" when it decided to part ways with Foodmark. Having so concluded, the district court granted Foodmark's motion for summary judgment, and Alasko appealed. At stake is approximately $1.1 million. Although Alasko attacks the district court's decision on a multitude of fronts, Alasko's contractual obligations are clear, and the record reveals no genuine issue of fact for trial. Accordingly, we affirm.

I. BACKGROUND

The underlying facts are generally undisputed. We set them forth in the light most favorable to Alasko as the non-moving party, Rivera-Colón v. Mills, 635 F.3d 9, 10 (1st Cir. 2011), reserving some for our discussion of the parties' specific legal arguments.

Foodmark is a Massachusetts corporation that assists food manufacturers in marketing " branded-label" and " private-label" products to retailers.[1] Alasko is a Canadian corporation headquartered in Montreal, Qué bec that sells frozen fruit and vegetables to retail outfits. Sometime in 2006, Foodmark approached Alasko to discuss the possibility of marketing Alasko's products in the United States, a market Alasko had yet to tap into. After a period of negotiation, on July 20, 2007, the parties signed a " U.S. Representation Agreement [and] Sales Management Agreement" (" Agreement" ).

1. Terms of the Agreement

Alasko retained Foodmark to provide " private label sales management" and act as its " exclusive private label sales management team" with respect to " Target Accounts," which consisted of supermarkets and so-called " club stores" in the United States. See Agreement § § 1-4. Foodmark was to manage sales of Alasko's frozen fruit and vegetable products, referred to in the Agreement as " Product Lines." Agreement § 2. The Agreement

Page 44

sets forth the scope of Foodmark's duties ...


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