The opinion
STATE OF MAINE SUPERIOR COURT
CUMBERLAND, ss. CIVIL ACTION
DOCKETNO. CV-22-75
)
VACATIONLAND DISTRIBUTORS, LLC )
)
Plaintiff )
)
)
v. )
) ORDER ON PLAINTIFF'S MOTION
) FOR SUMMARY JUDGMENT AND
FORE RIVER BREWING COMPANY, LLC ) DEFENDANT'S M.R. CIV. P. 56(±)
) MOTION
Defendant )
)
)
)
Before the court is Plaintiff Vacationland Distributors' ("Vacationland") Motion for
Summary Judgment and Defendant Fore River Brewing Company's ("Fore River") Motion to
Continue the Plaintiffs Summary Judgment Motion for further development of the factual
record. For the reasons set forth herein, the Defendant's Maine Rule of Civil Procedure ("M.R.
Civ. P.") 56(±) Motion is GRANTED IN PART. Plaintiffs Summary Judgment Motion is
CONTINUED with respect to Counts I (Good Cause) and III (Reasonable Compensation). The
Court agrees with the Plaintiff that the statute applies, and that Fore River failed to provide
proper notice. Summary judgment is granted in favor of Vacationland on Count IL
FACTUAL BACKGROUND
This case arises out of Fore River's decision to terminate its longstanding, exclusive
distribution arrangement with Vacationland.
Vacationland is a boutique distributor of beer and wine, with a focus on fresh, high
quality craft beer. (Plaintiffs Statement of Material Facts ("Pl.' s S.M.F .") ,i 1.) Vacationland has
been licensed by the Maine Bureau of Alcoholic Beverages and Lottery Operations ("BABLO")
since 2014. (Pl.'s S.M.F. ,i 2.) As a craft beer distributor, Vacationland provides a
comprehensive suite of services to its customers that includes marketing and public relations
services, as well as strategic consulting and business planning. (Pl.'s S.M.F. ,i 3.)
Fore River is a craft brewery located in South Portland which, as a producer of 30,000
barrels - or fewer - per year, is defined by statute as a "small brewery" or "small beer
manufacturer." (Pl. 's S.M.F. ,i 4.) Fore River is licensed by BABLO as an in-state manufacturer
of malt liquor. (Pl.'s S.M.F. ,i 4.) Fore River began packaging its beer for retail sale in 2015, and
asked Vacationland to serve as its exclusive distributor of Fore River's beer in Maine. (Pl.'s
S.M.F. ,i 5.) From January 16th, 2016, until January of 2022, Vacationland served as Fore
River's exclusive distributor of its products in Maine. (Pl.'s S.M.F. ,i 15.) The parties' executed a
Distribution Agreement on January 1st, 2017, that was set to expire by its terms on December
31st, 2021. (Def.'s S.M.F.1J 3.)
On January 3rd, 2022, Vacationland received an email from Fore River co-founder John
LeGassey ("LeGassey") attaching a letter dated December 22nd, 2021, and signed by both
LeGassey and Thomas Hanson, Fore River's other co-founder. (Pl.'s S.M.F. ,i 9.) In the attached
letter, Fore River stated that it did not intend to continue its distribution relationship with
Vacationland, and that it intended to go direct in distribution of its products in Maine. (PL 's
S.M.F. ,i 9.) The letter acknowledged that Vacationland had been a valuable distribution partner
to Fore River and largely cited economic reasons for the termination. (Pl.'s S.M.F. ,i 12.)
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On January 5th, 2022, Vacationland responded to Fore River's letter with its own,
explaining its position that Fore River had failed to comply with the Certificate of Approval
Holder and Maine Wholesale Licensee Agreement Act ("Act"). (Pl.'s S.M.F. ,r 13.) Specifically,
Vacationland claims that Fore River failed to comply with the Act's requirements that they give
90 day notice - to Vacationland and BABLO - prior to termination, and pay reasonable
compensation for the fair market value of the distributor's business. (Pl.'s S.M.F. ,r 13.) On
January 6th, 2022, Fore River notified BABLO that it was appointing itself the exclusive
distributor of its products within the State of Maine. (Pl.'s S.M.F. ,r 14.)
On January 10th, 2022, Fore River sent Vacationland another letter reiterating their
decision to terminate their relationship and stating that the contractual terms between Fore River
and Vacationland superseded the requirements of the Act. (Pl.'s S.M.F. ,r 18.) Since the
termination of their distribution relationship, Fore River has not provided Vacationland with
further compensation. (Pl.'s S.M.F. ,r 19.)
When Fore River announced its intent to terminate the parties' agreement, Vacationland
was not bankrupt or insolvent, its assets had not been assigned for the benefit of any creditors or
similarly disposed of, its license to do business in Maine was in good standing, and neither
Vacationland or its principals had been convicted of or pied no contest to a charge of violating a
law relating to its business that affected its ability to remain in business. (PL 's S.M.F. ,r,r 20-23.)
On February 24th, 2022, Vacationland filed a four count complaint against Fore River,
making multiple claims under the Act. On March 17th, 2022, Vacationland moved for summary
judgment on three of those counts, and on April 20th, 2022, Fore River filed its opposition, as
well as a Motion pursuant to M.R. Civ. P. 56(f) seeking to conduct further discovery before the
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court decided Vacationland's Motion for Summary Judgment. With Vacationland's reply to both
on May 9th, the parties await this court's decision.
SUMMARY JUDGMENT STANDARD
Summary judgment is warranted when a review of the parties' statements of material fact
and the record evidence to which they refer, considered in the light most favorable to the
nonmoving party, establish that there is no genuine issue of material fact in dispute and that the
moving party is entitled to judgment as a matter of law. M.R. Civ. P. 56(c); Ogden v. Labonville,
2020 ME 133, ,r 10, 242 A.3d 177. A material fact has the potential to influence the outcome of
the case; and a genuine issue of material fact exists if the factfinder must decide between
competing versions of the truth. Lewis v. Concord General Mut. Ins. Co., 2014 ME 34, ,r 10, 87
A.3d 732. If a properly supported motion has been filed, the nonmoving party must demonstrate
supporting record facts, disputed or undisputed, that establish a prima facie case for the claim(s)
in issue. Watt v. Unijirst Corp., 2009 ME 47, ,r 21,969 A.2d 897. In that regard, the court
considers the record facts in the light most favorable to the non-moving party and gives him the
benefit of all favorable inferences that may be drawn from those facts. Levis v. Konitzky, 2016
ME 167, ,r 20, 151 A.3d 20, 28; Curtis v. Porter, 2001 ME 158, ,r 9, 784 A.2d 18. The record is
assessed for sufficiency-not persuasiveness-such that a court can make a factual
determination without speculating. Estate ofSmith v. Cumberland County, 2013 ME 13, ,r 19, 60
A.3d 759.
DISCUSSION
Plaintiff Vacationland seeks sumrnaiy judgment on Counts I-III of their complaint which
raise multiple claims under the Act. Count I claims cancellation without good cause under 28-A
M.R.S. § 1454; Count II alleges failure to provide notice of intent to terminate under 28-A
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M.R.S. § 1455; Count III claims failure to pay reasonable compensation under 28-A M.R.S. §
1457.
Vacationland maintains that the limited record generates no genuine issue of material fact
as to Counts I and II and asks that the court compel arbitration under Count III. Fore River, in
opposition, raises a threshold argument that the December 31st, 2021, contract expiration
between the parties renders the Act inapplicable to Vacationland's claims. Fore River, in the
alternative, raises the same general objection to summary judgment on all counts: the factual
record is not sufficiently developed to "justify their opposition" and therefore the court cannot
rnle on the pending summary judgment motion pursuant to M.R. Civ. P. 56(f). The court first
briefly addresses Fore River's contract-based arguments. It then addresses Count I in the context
ofM.R. Civ. P. 56(f) before proceeding to an analysis of Counts II and III.
I. Application of the Act
In their opposition to Vacationland's Motion, Fore River chiefly argues that the Act does
not govern this analysis because their Distribution Agreement with Vacationland expired on
December 31st, 2021, the date listed as the "end date" in the distribution agreement executed by
the parties on January 1st, 2017. Fore River claims that this contractual end date, along with the
effective date of the boilerplate "Termination Agreement" sent to Vacationland for a signature
- December 31st, 2021 - rendered Fore River and Vacationland' s contractual relationship
inactive.'
As a matter oflaw, the court disagrees. 28-A M.R.S. § 1454(1) provides a definition for
the type of agreement the Act's requirements apply to:
1. Agreement. "Agreement" means a commercial relationship, not required to be
evidenced in writing, of definite or indefinite duration, between a certificate of approval holder
1The Distribution Agreement is attached Legassey's Affidavit as Exhibit B. The "Termination Agreement" is
attached as Exhibit C.
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and a wholesale licensee, under which the wholesale licensee is authorized to distribute one or
more of the certificate of approval holder's brands of malt liquor, wine or beverages. The
performance or accomplishment of any of the following acts shall constitute prima facie
evidence of an "agreement" within the meaning of this definition:
A. The shipment, preparation for shipment or acceptance of any order by any certificate
of approval holder or its agents for any malt liquor, wine or beverages to a wholesale
licensee within the State; and
B. The payment by a wholesale licensee and the acceptance of payment by any certificate
of approval holder or its agent or the shipment of an order for malt liquor or beverages
intended for sale in Maine.
28-A M.R.S. § 1454(1) (2022).
The summary judgment record clearly establishes that a commercial relationship existed
between Fore River and Vacationland. Since 2015, both parties agree that Vacationland has
acted as Fore River's sole distributor of its malt liquor products in Maine.
The fact that the Distribution Agreement between the parties expired on December 31st,
2021, does not alter this analysis. Although termed as an "agreement" in the act, the statutory
text of Section 1454( I) only requires a "commercial relationship" for a party to seek the Act's
protections. The existence of a commercial relationship is admitted by the parties and buttressed
by the two statutory factors which constitute prima facie evidence of an agreement. At some
point over the six years that Fore River and Vacationland were in business, Fore River "shipped
or prepared for shipment," an order for malt liquor by Vacationland, 28-A M.R.S. § 1451(l)(A),
and Fore River "accept[ed] ... payment" for such a shipment or order. 28-A M.R.S. §
1454(l)(B).
To the extent Fore River argues that Vacationland waived the Act's application or its
right to reasonable compensation through the 2017 contract, the Act's language itself defeats this
argument. Fore River may not require Vacationland, through contract or otherwise, "to waive
[Fore River's] compliance with any provisions of [the Act]." 28-A M.R.S. § 1462 (2022).
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Even if Fore River's contractual arguments had merit, Section 1454 prohibits "refus[ing]
to continue" and "refus[ing] to renew" a distribution relationship without good cause. 28-A
M.R.S. § 1457 (I-A) (2022). Thus, a decision by Fore River not to renew the 2017 contract,
made without good cause, would subject Fore River to arbitration on the issue of reasonable
compensation under Section 1457 and potentially damages under Section 1458, regardless of
whether a contract exists. See 28-A M.R.S. § 1457 (2022) (defining a "triggering change" as a
"refusal to renew" and "refusal to continue" a distribution relationship); 28-A M.R.S. § 1458
(2022) (authorizing suit for any violation of the Act's provisions).
As a matter of law, the provisions of the Act apply to the distribution arrangement
between Fore River and Vacationland. Fore River is bound to comply with the Act's provisions
notwithstanding the existence of the 2017 contract.
II. M.R. Civ. P. 56(t)
Fore River next claims in opposition that further "discovery is required" for them to
sufficiently respond to Vacationland's Summary Judgment Motion and moves, pursuant to Rule
56(1) to continue summary judgment proceedings until further discovery can be completed.
M.R. Civ. P. 56(1) states:
Should it appear from the affidavits of a party opposing the [summary judgment] motion
that the party cannot for reasons stated present by affidavit facts essential to justify the
party's opposition, the court may refuse the application for judgment or may order a
continuance to permit affidavits to be obtained or depositions to be taken or discovery to
be had or may make such other order as is just.
Thus, Rule 56(1) grants the court discretion to review the summary judgment record and deny or
continue a pending summary judgment motion if the opposition cannot "for reasons stated,"
present by affidavit, "facts essential to justify the opposition."
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The Law Court has previously looked to the First Circuit for guidance in evaluating Rule
56(f) motions, deeming the five-part test in Simas v. First Citizens' Fed. Credit Union, 170 F .3d
37, 46 n.4 (1st Cir. 1999), to be "helpful, though not mandatory." Bay View Bank, N.A. v.
Highland GolfMortgagees Realty Trust, 2002 ME 178, ,r 22, 814 A.2d 449.
The First Circuit's Simas framework requires a 56(f) motion to:
(I) be made within a "reasonable time" after the filing of a summary judgment motion;
(2) place the trial court on notice that the movant wants the court to delay action on the
summary judgment motion ...; (3) demonstrate that the movant has been diligent in
conducting discovery, and show "good cause" why the additional discovery was not
previously practicable with reasonable diligence; (4) set forth a plausible basis for
believing that specified facts, susceptible of collection within a reasonable time frame,
probably exist, and indicate how the emergent facts, if adduced, will influence the
outcome of the pending summary judgment motion; and (5) attest that the movant has
personal knowledge of the recited grounds for the requested continuance.
Bay View Bank NA., 2002 ME 178, ,r 22, 814 A.2d 449 (citing Simas, 140 F .3d at 46).
III.Failure to Provide Notice of Intent to Terminate
Vacationland seeks judgment on Count II which charges Fore River with a violation of
28-A M.R.S. § 1455. That statute contains notice requirements for breweries who intend to
terminate their relationship with a distributor. Section 1455 provides, in pertinent part, that
"before any termination procedure is initiated" by the brewery, they must give the distributor
"written notice of any claimed deficiency existing in the [distributor's] territory" giving the
distributor at least thirty days to cure such deficiencies. 28-A M.R.S. § 1455 (2022). After the
thirty-day cure period has passed, the manufacturer must provide written notice of their "intent to
amend, cancel, terminate, refuse to continue, [or] refuse to renew" the agreement at least ninety
days prior to the effective date of such termination or amendment.' 28-A M.R.S. § 1455 (2022).
2Section 1455 provides several circumstances in which notice is not required. See 14 M.R.S. § 1455 (l)(A)-(D)
(2022). None of those circumstances apply here.
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Vacationland maintains that Fore River did not provide either a thirty day cure notice or a
ninety day termination notice. Thus, they seek a judgment that Fore River failed to comply with
the statutorily required termination notification process. In their opposition, Fore River maintains
that they provided "correspondence" to Vacationland of various issues, multiple times, and that
Vacationland failed to correct the issues "with the understanding that the parties' relationship
could be terminated." (Defendant's Statement of Material Fact ("Def. 's S.M.F.") ,r,r 47-48.)
Copies of this c01Tespondence were not provided in Fore River's opposition.
In his affidavit, LeGassey claims this cotTespondence exists, and says that he is "actively
working to retrieve this emails/correspondence which date back to approximately 2015." (See
LeGassey Aff. iJ 12.) LeGassey's affidavit, and Fore River's summary judgment opposition may
raise an issue of fact as to Fore River's provision of a thirty day cure notice. However, the record
generates no genuine issue of material fact as to Fore River's provision ofa ninety day
termination notice. Failure to comply with either the 30 day right to cure or the 90 day
termination notice is a violation of the statute. Eastern ofMaine, Inc. v. Vintners Group, Ltd.,
455 A.2d 936, 944 (Me. 1983). If Fore River provided a 90 day termination notice to
Vacationland, prior to their cancellation of the arrangement, they would have made an allegation
to that effect or produced it. The Court is not convinced that any further discovery under Rule
56(f) will adduce any further facts influencing this analysis. Accordingly, summary judgment on
Count II is granted in favor of Vacationland.
IV. Good Cause
In their Motion, Vacationland maintains that Fore River did not have "good cause" for
terminating their distribution arrangement with Fore River - a requirement for lawful
termination under the Act. Fore River asserts that they did have good cause and asks - pursuant
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to Rule 56(f) - for further time to develop the factual record so they can adduce facts justifying
their opposition to Vacationland's claims.
In this case, the first three factors of the Simas framework favor Fore River. The 56(f)
motion was (1) made in response to Vacationland's Summary Judgment Motion; (2) places this
court on notice that Fore River wants the court to delay action; and (3) demonstrates that, to the
extent practicable a month after Vacationland's complaint, Fore River has been diligent in their
discovery responses. The fifth factor also falls in favor of Fore River's requested continuance
because Fore River is the party which committed the alleged statutory violation and is defending
against it. Fore River has demonstrated sufficient personal knowledge of the good cause issues
raised in Vacationland' s Motion.
The fourth factor- and the heart of this analysis - falls in favor of Fore River as well.
It is evident from Fore River's Motion that additional discove1y between the parties could
adduce material facts relevant to the resolution of Count I.
28-A M.R.S. § 1454 provides:
Notwithstanding the terms, provisions or conditions of any agreement, no certificate of
approval holder may amend, cancel, terminate or refuse to continue or renew any
agreement, or cause a wholesale licensee to resign from an agreement, unless good cause
can be established or proven for amendment, termination, cancellation, nonrenewal,
noncontinuation or causing a resignation. 3
28 M.R.S. § 1454 (2022).
Good cause includes, but is not limited to, the following:
(A) Revocation of the wholesale licensee's license to do business in the State;
(B) Bankruptcy or insolvency of the wholesale licensee;
(C) Assignment for the benefit of creditors or similar disposition of the assets of the
wholesale licensee; and
3 Under the Act, Vacationland is a wholesale licensee (or distributor), and Fore River is a certificate of approval
holder (or manufacturer).
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(DJ Failure by the wholesale licensee to substantially comply, without reasonable excuse
or justification, with any reasonable and material requirement imposed upon him by the
certificate ofapproval holder.
28 M.R.S. § 1454 (2022) (emphasis added).
Fore River's opposition and accompanying affidavits suggest that answers to their
discovery requests and interrogatories could adduce facts which would influence the outcome of
the 28-A M.R.S. § 1454 "good cause" analysis. LeGassey, a co-founder of Fore River, asserts in
his affidavit that Vacationland engaged in conduct which resulted in damage to their product or
brand, indicating that Fore River may have had good cause for termination.' (See LeGassey Aff.
,r,r 13-18, 20, 21.)
Exhibit B, attached to Fore River Attorney John Cronan's affidavit and submitted with
Fore River's 56(f) Motion and opposition, contains a draft first set of interrogatories which could
adduce multiple facts influencing this court's good cause analysis. That set of interrogatories
contains requests for documents regarding Vacationland' s correspondence with other parties
about Fore River's brand and any marketing or promotional materials related to Fore River's
products. (Cronan Aff. Ex. B.) They also ask for data regarding sales volume incentive
disclosures and keg transactions, a listing of all products sold by Vacationland back to January of
2020, documents regarding current BAB LO civil charges against Vacationland, information
about Vacationland's ownership and investment structure, and company handbooks, policies,
and operating procedures. (Cronan Aff. Ex. B.) When considered together with the accusations
levied in LeGassey's affidavit, it is plausible that facts adduced in response to Fore River's
4 LeGassey's affidavit claims that Vacationland, inter alia, encouraged customers to purchase a competitor's
products, systemically failed to track Fore River's kegs, drastically raised its operating costs by being careless with
the product, selling expired or near expired product to customers, spreading misinformation about Fore River's
product and brand, and communicating Fore River's business ideas to a competitor also within Vacationland's
portfolio. (See LeGassey Aff. 11~ 13-18, 20, 21.)
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interrogatories, as well as any deposition testimony, could influence the outcome of the "good
cause" analysis.
Accordingly, Fore River's Rule 56(±) Motion is granted with respect to Count I. The
court continues Vacationland's Motion for further discove1y on the issue of good cause.
V. Reasonable Compensation Arbitration
Finally, Vacationland seeks summary judgment on their third count, compelling
arbitration under 28-A M.R.S. § 1457 (2022). That statute provides for reasonable compensation
to be paid to a distributor should a manufacturer make a "triggering change" to a distribution
arrangement. 28-A M.R.S. § 1457 (1-B) (2022). A u·iggering change is defined by 28-A M.R.S.
§ 1457(1)(F) (2022) as an "amendment, cancellation in whole or in part, termination, refusal to
continue or refusal to renew an agreement by a [manufacturer] ... unless good cause can be
established or proven for [the change]." If the parties cannot come to an agreement regarding the
amount of compensation to be paid, section 1457(2) requires the appoinhnent of a neutral
arbitrator to determine the reasonable compensation owed to the distributor affected by the
"triggering change." 28-A M.R.S. § 1457(2) (2022).
Vacationland' s Summary Judgment Motion asks the court to compel arbitration after
granting judgment on Counts I and II in their favor. However, as discussed supra 9-10, the court
does not grant suntmary judgment on Count I. Vacationland, however, argues that summary
judgment on Count II - a failure to provide notice - is enough to compel arbitration. In
support of their position, they make two arguments. First, they rely on Ford Motor Co. v.
Darlings, 2016 ME 171, 151 A.3d 507. Second, they claim that a failure to treat inadequate
notice as dispositive would render Section 1455 meaningless.
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In Ford Motor Co., the Law Court held that, under an analogous statute protecting motor
vehicle franchisees, a motor vehicle manufacturer cannot argue that there was good cause for
their modification of a franchise agreement unless they provide notice of the change. Ford Motor
Co., 2016 ME 171, ,i 44, 151 A.3d 507. The statute at issue there, 10 M.R.S. § ll 74(3)(B) stated
that it is unlawful for a motor vehicle manufacturer
to do any ... act prejudicial to the dealer by ... threatening or attempting to modify a
franchise during the term of the franchise ... if the modification substantially and
adversely affects the motor vehicle dealer's rights ... without giving 90 days' written
notice by certified mail of the proposed modification to the motor vehicle dealer.
10 M.R.S. § l l 74(3)(B) (2022) (emphasis added). The statute then allows a motor vehicle dealer
to protest the modification, forcing a manufacturer, like Ford, to make a showing of good cause
before an independent adjudicative body known as the Maine Motor Vehicle Franchise Board.
10 M.R.S. § l l 74(3)(B) (2022); cf 10 M.R.S. § 1187 (2022) ( creating Maine Motor Vehicle
Franchise Board). In precluding the manufacturer from making a good cause argument, the Court
relied, in part, on the statute's language clearly making notice a prerequisite to any modification.
Ford Motor Co., 2016 ME 171, ,i 35, 151 A.3d 507. Under this statute, notice of modification
triggers a dealer's protest which makes the good cause argument available to a manufacturer. Id.
Contrary to Vacationland's assertions, Ford Motor Co. is distinguishable from this case.
Section 1455's notice requirement is not a prerequisite to the availability of a good cause
argument under Section 1454. Instead, Section 1455's notice requirement serves as a statutory
obligation - independent of Section 1454 and Section 1457 -requiring a manufacturer to
provide notice prior to termination.
Vacationland also argues that such a statutory interpretation renders Section 1455
meaningless and urges the court to avoid "illogical or absurd results" by adopting a different
interpretation. Sabina v. JP Morgan Chase Bank, N.A., 2016 ME 141, 1] 6, 148 A.3d 284.
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Essentially, Vacationland argues that Section 1455 has no purpose if a violation of that statute
does not automatically trigger arbitration under Section 1457.
The Act, however, endorses a cause of action by a distributor in addition to reasonable
compensation against a manufacturer for "engag[ing] in conduct prohibited under (the Act]." 28
A M.R.S. § 1458(1) (2022). Subsections two and three of Section 1458 provide the remedies
available to a distributor should such prohibited conduct occur. See§ 1458(2) (authorizing the
comt to order equitable relief); § 1458(3) (authorizing the court to award "punitive damages, as
well as actual damages, costs and attorneys fees").
Failing to provide notice prior to termination under Section 1455 is conduct prohibited by
the Act. Accordingly, to the extent damages may be proven for that failure, Vacationland may be
compensated for Fore River's statutory violation. See Eastern Maine Inc., 455 A.2d 936 at 945
(suggesting that any remedy for failure to provide notice "may lie within the provisions of
Section 672" - Section l458's prior iteration); see also Cent. Distribs. v. Labatt United States
Operating Co., No. BCD-CV-12-33, 2012 Me. Bus. & Consumer LEXIS 41, at *10 (Oct. 15,
2012) ("Section 1458 ... provides a cause of action for any conduct prohibited by the [Act].").
Therefore, the court does not conclude that it leads to an illogical result.
Most important, in Eastern ofMaine, Inc. v. Vintners Group, Ltd., the Law Court has
already spoken on the issue. 455 A.2d 936 (Me. 1983). The distributor there, arguing under an
older, substantially similar version of the Act, claimed that it was entitled to reasonable
compensation for the manufacturer's termination regardless of the existence of good cause
because the manufacturer did not provide notice prior to the termination.' Eastern ofMaine, Inc.,
455 A.2d at 945. The Law Court disagreed and held that a right to reasonable compensation
'In Eastern ofMaine, Inc., the Law Comt interpreted the prior version of the Act, 28 M.R.S. §§ 665-679 (Supp.
1986), which was recodified at 28-A M.R.S. §§ I 451-1465 (Supp. 1987). Recodification, and any minor
amendments enacted since have not changed the substance of the provisions cited therein.
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hinges on a "good cause" analysis only, regardless of whether the manufacturer failed to comply
with proper notice. Id.
Section 1454 simply requires a manufacturer to have good cause before terminating a
distribution arrangement. Its text does not require a manufacturer to provide notice of its good
cause before doing so. Additionally, the text of Section 1457 does not require provision of notice
to send the issue of reasonable compensation to an arbitrator. As the Law Court stated in Eastern
ofMaine, Inc., the only statutory prerequisite for arbitration is termination without good cause.
Thus, summary judgment in favor of Vacationland on Count II does not operate as a catalyst for
compelling arbitration under Section 1457.
Because the court grants Fore River's Rule 56(f) Motion and continues the pending
summary judgment Motion for further discove1y on the issue of"good cause," it cannot compel
arbitration on the issue of reasonable compensation. Accordingly, the court does not render a
decision on Count III.
CONCLUSION
Defendant's Rule 56(f) Motion and Plaintiffs Summary Judgment Motion are each
granted in part. As to Count I alleging termination without good cause, the Court agrees that
fmther discovery is needed for Fore River to justify their opposition. Vacationland's Summary
Judgment Motion is continued as to Count I. Since the issue of good cause is the only
prerequisite to initiation of Section 1457' s arbitration procedure, the Court does not compel
arbitration at this time.
Summary judgment is granted in favor of Plaintiff Vacationland on Count II. There is no
genuine issue of fact. Fore River did not provide Vacationland with the statutorily required
ninety day notice of termination.
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The parties have a mediation scheduled for the first week of July. If mediation is
unsuccessful, the parties will confer and if there is agreement, submit a schedule to complete the
discovery necessary to rule on the motion for summary judgment for the court's signature by
July 21. If not, they will request a conference with the court.
Entry is:
Defendant's Motion brought pursuant to M.R. Civ. P. 56(f) is Granted in Part.
Summary judgment proceedings on Counts I and III are continued for further
discovery.
Plaintiff's Motion for Summary Judgment Granted as to Count II.
The clerk is directed to incorporate this order into the docket by reference pursuant to
M.R. Civ. P. 79(a).
Dated: 6/l/ j ),7_/ · Thomas R. McKeo'h-----'
Justice, Maine Superior Court
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