Watkins Inc. v. Chilkoot Distributing, Inc., et al.

Plaintiff, a manufacturer of various personal care, household, and organic products, filed an action seeking a declaratory judgment that it did not breach its contract with defendants. On remand from the court, the district court reentered summary judgment for plaintiff and dismissed defendants' equitable counterclaims. The court held that, regardless of whether the 1988 Agreement or the 2006 Agreement governed, changing the status of the Lambert Group from sales associate to manufacturer's representatives was not prohibited by either contract and there could not be a breach. The court rejected defendants' implied covenant argument on the merits and were not persuaded that plaintiff's actions breached the implied covenant of good faith and fair dealing; even if it was unclear which agreement controlled, summary judgment was still appropriate if plaintiff did not breach either agreement; and the court rejected defendants' counterclaims for relief under theories of quantum meruit, promissory estoppel, and unjust enrichment where equitable relief was unavailable in Minnesota where the rights of the parties were governed by a valid contract and where defendants have not identified any evidence suggesting an incomplete or confusing agreement regarding compensation. Accordingly, the court affirmed the judgment. View "Watkins Inc. v. Chilkoot Distributing, Inc., et al." on Justia Law