Beer Capitol Distributing, Inc. v. Guinness Bass Import Company

In the
United States Court of Appeals
For the Seventh Circuit
No. 01-3549
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.
Argued April 9, 2002--Decided May 16, 2002
Before Flaum, Chief Judge, and Coffey and
Kanne, Circuit Judges.
Flaum, Chief Judge. 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

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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

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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
[nonmovant’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

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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, finding that no reasonable jury
could find that the statements Beer
Capitol produced as evidence constituted
a promise.
In fact, Madrigrano acknowledges that no
GBIC representative told him that Beer
Capitol had been selected as the
exclusive southeastern Wisconsin
distributor. The only statements that
Beer Capitol references are the promise
by Billingsley to recommend Beer Capitol
to corporate officials, which he kept,
and Gay’s inquiry into the ability and
willingness of Beer Capitol to pay the
other pre-consolidation distributors for
their rights. Because these statements
led to Madrigrano’s belief and
understanding that GBIC would appoint
Beer Capitol the exclusive distributor,
Beer Capitol maintains that a genuine
issue of material fact exists and the
claim should be presented to a jury. In
order to avoid summary judgment, however,
Beer Capitol had to show a genuine issue
as to whether, under the objective
"reasonable person" standard, GBIC’s
statements constituted a promise. Its
subjective belief does not create such an
issue.
"A promise is a manifestation of intent
by the promisor to be bound, and is to be
judged by an objective standard." Major
Mat Co. v. Monsanto, 969 F.2d 579 (7th
Cir. 1992). If the court finds that
reasonable people in the position of the
plaintiff could reach only one
conclusion--that the defendant’s
statement was not a commitment but was
instead "a mere prediction" or, in this
case, an inquiry as to whether Beer
Capitol could meet one of many
conditions--summary judgment is
appropriate. Id. (internal citations
omitted). Beer Capitol’s best argument is
that a reasonable person in Madrigrano’s
shoes--that is, a reasonable person whose
company had done a good job as a local
distributor for eight years, and who had
been told by GBIC’s regional manager that

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it was the leading candidate and that he
would recommend it to the corporate
executives in charge of the final
decision--could find that Gay’s question
at the April 2000 meeting was a
commitment to select Beer Capitol as the
consolidated regional distributor. We
find that, even from that vantage point,
no reasonable person could construe as a
promise Gay’s inquiry regarding the
ability or willingness to meet one of the
conditions for appointment. It is
possible to see how the April meeting
could have resulted in a promise; a
reasonable person could imagine that
after Madrigrano stated that Beer Capitol
could pay 2 to 9 times earnings for the
other distributors’ rights, a GBIC
representative might have told Madrigrano
that the decision had been made. Beer
Capitol produced no evidence of such a
statement, however, and, in fact,
conceded that none existed. No reasonable
person, in the position of Beer Capitol
or otherwise, could interpret the
statements that it did provide the court
as a commitment. Although questions of
fact may remain as to the extent and
reasonability of Beer Capitol’s reliance,
they are immaterial. Because no promise
existed, summary judgment was appropriate
as to the promissory estoppel claim.
b. Unjust Enrichment
Beer Capitol’s assertion of unjust
enrichment is similarly unavailing. To
prevail on such a claim, it would have to
show a benefit conferred on GBIC; GBIC’s
knowledge or appreciation of that
benefit; and inequity that results from
GBIC’s retention of the benefit.
Management Comp. Serv. v. Hawkins, 557
N.W. 2d 67 (Wis. 1996). Beer Capitol con
tends that it conferred a benefit on GBIC
by investing in the best personnel and
computer system, as well as by its
promotion and advertising of the GBIC
brand name. As the district court noted,
however, unjust enrichment is an
obligation enforced in the absence of any
agreement. Puttkammer v. Minth, 266
N.W.2d 361 (Wis. 1978). It is undisputed
that Beer Capitol performed well as the
Waukesha and Milwaukee counties
distributor for eight years; it is also
undisputed that it was compensated for
that role during the course of the
distributorship. If the enriched party

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has paid for the value of the benefit
received, no inequity results from
retaining that benefit. Id.; see also
Murray v. Abt Assoc., 18 F.3d 1376 (7th
Cir. 1994) (Under Illinois law, similar
to that of Wisconsin, an employee could
not recover from its employer for unjust
enrichment where a contract governed the
parties’ relationship.). The fact that
the other terminated distributors
received compensation and Beer Capitol
did not is of no help to the company;
Beer Capitol made a tactical decision to
sue rather than to accept the payment.
That choice did not unjustly benefit
GBIC.
III. Conclusion
For the reasons stated herein, we AFFIRM
the decision of the district court.

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