## Facts

- Berliner Foods distributed Häagen-Dazs ice cream in the Baltimore–Washington area under an oral arrangement begun around 1974 with the brand’s then-owner.
- Plaintiffs alleged they were assured they could remain distributors so long as they met performance standards; the parties did not address whether the distributorship could be transferred to a new owner.
- Pillsbury acquired Häagen-Dazs in 1983 and continued Berliner Foods as a successful distributor.
- In late 1985, the Berliner family agreed to sell Berliner Foods to Dreyer’s Grand Ice Cream, a premium ice cream manufacturer and potential competitor.
- Pillsbury refused to accept the distributorship under Dreyer’s control and moved to terminate Berliner Foods’ distribution rights.
- Plaintiffs sought injunctive relief and damages; after discovery and a hearing, they narrowed requested interim relief to an order maintaining them as a non-exclusive distributor pending trial.

## Issues

1. Whether the oral, performance-based distributorship agreement likely gave Berliner Foods a right to continued distribution after a sale of the distributor to a third party, despite no express term on assignment.
2. Whether plaintiffs satisfied the requirements for a preliminary injunction, including likelihood of success on the merits and equitable factors, to compel Pillsbury to continue dealing with Berliner Foods pending final adjudication.

## Decision

- The court denied the motion for a preliminary injunction.
- Plaintiffs failed to show a sufficient likelihood of success that the oral distributorship could be assigned or effectively continued under ownership by a competitor.
- The court found the equities did not justify forcing Pillsbury to maintain an ongoing business relationship under these circumstances, even on a non-exclusive basis.

## Legal Principles

- A preliminary injunction is extraordinary relief and requires a strong showing on merits and equitable factors.
- An oral distributorship grounded in personal reliance and ongoing performance may be treated as nontransferable absent clear agreement on assignment.
- Courts are reluctant to compel continued commercial relations by injunction where the contract does not clearly obligate a party to accept a materially changed counterparty, especially one affiliated with a competitor.
- Potential economic harm to a distributor may be outweighed by a supplier’s interest in controlling its distribution network and avoiding competitor influence where no clear contractual right to continuation is shown.

## Conclusion

The court declined to order Pillsbury to continue Berliner Foods as a Häagen-Dazs distributor pending trial because the oral arrangement did not clearly permit transfer to a competitor-controlled buyer and the balance of equities weighed against compelling an ongoing distribution relationship.


Berliner Foods Corp. v. Pillsbury Co., 633 F. Supp. 557 (D. Md. 1986)