## Facts

- Certain Coca-Cola bottlers operated under early bottling contracts governed by 1921 consent decrees requiring Coca-Cola to supply “Bottlers Coca-Cola Syrup” meeting specified quality and composition terms.
- The decrees required syrup to contain not less than 5.32 pounds of sugar per gallon and set syrup pricing through a formula keyed to the market price of refined granulated cane or beet sugar plus a differential.
- Coca-Cola later developed a bottlers’ syrup sweetened with high-fructose corn syrup (HFCS) and offered it to bottlers who executed contractual amendments permitting HFCS substitution and adjusting pricing.
- The plaintiff bottlers did not execute the amendments and continued to receive sucrose-based syrup under the original decrees and contracts.
- The plaintiff bottlers sought declaratory and injunctive relief and equitable reformation to require Coca-Cola to provide HFCS-based syrup as the “standard” bottlers’ syrup under the original terms.
- The district court interpreted the decrees’ references to “sugar” and the sugar-based pricing mechanism as specific to sucrose derived from cane or beet, declined to reform the decrees or contracts, and rejected the bottlers’ claims.
- The bottlers appealed.

## Issues

1. Whether the 1921 consent decrees and related contracts should be interpreted to require Coca-Cola to supply HFCS-based syrup because it became the standard bottlers’ syrup.
2. Whether the decrees and contracts should be equitably reformed to treat HFCS as a functional substitute for “sugar” and to adjust the pricing mechanism accordingly.
3. Whether Coca-Cola had any contractual or equitable duty to modify formula and pricing for unamended bottlers to match terms offered to amended bottlers.

## Decision

- The Third Circuit affirmed the district court.
- The decrees and contracts did not obligate Coca-Cola to furnish HFCS-based syrup to unamended bottlers.
- “Sugar” in the decrees referred to sucrose from cane or beet, and the pricing mechanism remained tied to the market price of that commodity.
- The bottlers failed to establish grounds for reformation; later technological and market changes did not show mutual mistake or fraud at the time of the 1921 agreement.
- Coca-Cola had no duty under the unamended agreements to provide the same syrup or economic terms negotiated with bottlers who signed amendments.

## Legal Principles

- Consent decrees and contracts with specific commodity and pricing terms are interpreted according to their text; courts will not treat defined terms as automatically updating with later industry practice absent supporting language.
- A contractual commitment to supply a specified formula and price mechanism does not create an open-ended obligation to supply whatever product later becomes “standard” in the market.
- Equitable reformation requires proof that the written instrument failed to reflect the parties’ actual agreement due to mutual mistake or fraud at formation; changed circumstances and later innovations are insufficient.
- Course-of-dealing with parties who accept amended agreements does not, without more, modify the obligations owed to parties who remain bound by unamended contracts.

## Conclusion

The court held that the unamended bottlers were entitled only to the sucrose-based syrup and sugar-indexed pricing specified in the 1921 consent decrees and could not use interpretation or reformation to compel HFCS syrup or revised pricing without negotiating amendments.


Coca-Cola Bottling Co. of Elizabethtown, Inc. v. Coca-Cola Co., 988 F.2d 386 (3d Cir. 1993)