## Facts

- Eureka Water Company entered a 1975 distributorship agreement with predecessors of the Ozarka trademark owner.
- Eureka paid for a royalty-free license to use the Ozarka mark in its territory only for “purified water or drinking water made from Ozarka drinking-water concentrates.”
- The agreement contemplated provision of drinking-water concentrates (or a formula to make them) for producing Ozarka drinking water.
- Beginning in 1992, Nestlé’s predecessors sold Ozarka-branded spring water directly to retailers in Eureka’s Oklahoma territory.
- The parties later adopted a business arrangement under which Nestlé paid Eureka a royalty or “invasion fee” on Ozarka products sold directly in the territory.
- Nestlé later reduced the royalty rate and ultimately stopped paying invasion fees and stopped selling spring water to Eureka at a preferential price.
- Eureka sued, asserting that the 1975 agreement gave it exclusive territorial rights to all Ozarka-branded water (including spring water) and that Nestlé’s conduct harmed its business relationships.

## Issues

1. Whether the 1975 agreement unambiguously limited Eureka’s trademark license to purified/drinking water made from concentrates, excluding Ozarka spring water.
2. Whether Nestlé’s direct competition and pricing practices constituted tortious interference with Eureka’s business relations or were privileged/justified competition under Oklahoma law.
3. Whether unjust enrichment and promissory estoppel were properly rejected as duplicative, and whether promissory estoppel could proceed independently of the contract theory after reversal of the contract claim.
4. What appellate relief was required (judgment as a matter of law, new trial, or remand) on each claim.

## Decision

- The court reversed the denial of Nestlé’s motion for judgment as a matter of law on breach of contract, holding the 1975 agreement did not cover spring water.
- The court reversed the declaratory judgment to the extent it treated Eureka’s license as exclusive for spring water within the territory.
- The court reversed the denial of judgment as a matter of law on tortious interference, concluding Eureka failed to show Nestlé’s conduct was not privileged or justified.
- The court affirmed rejection of unjust enrichment because it depended on the incorrect premise that Eureka had contractual rights to spring water.
- The court reversed the denial of promissory estoppel and remanded for further proceedings based on alleged post-contract promises (including royalty/invasion-fee assurances).

## Legal Principles

- Under Oklahoma law, an unambiguous contract is construed as a matter of law from its text; courts do not expand a license beyond the product category described in the agreement.
- A trademark license limited to specified products (here, purified/drinking water made from concentrates) does not extend to distinct products (spring water) absent contractual language covering them.
- For tortious interference with business relations under Oklahoma law, a defendant’s competitive conduct may be privileged or justified; the plaintiff must show wrongful interference beyond lawful competition.
- Unjust enrichment fails where it rests on a premise rejected as a matter of law (here, a purported exclusive right to spring water in the territory).
- Promissory estoppel may provide relief independent of contract when a clear promise, reasonable reliance, and detriment are shown, even if no contractual right exists for the disputed conduct.

## Conclusion

The Tenth Circuit held that Eureka’s 1975 trademark license was limited to drinking water made from concentrates and did not grant exclusive territorial rights to Ozarka spring water, requiring judgment for Nestlé on the contract and tortious-interference verdicts; it affirmed denial of unjust enrichment but remanded for reconsideration of promissory estoppel based on alleged later promises regarding royalties/invasion fees.


Eureka Water Co. v. Nestlé Waters N. Am., Inc., 690 F.3d 1139 (10th Cir. 2012)