ADDITIONAL CASES Societa Agricola Castello Romitorio SRL, Counter-Claimant, v. Vinifera Imports Ltd., Counter-Defendant MEMORANDUM DECISION & ORDER Plaintiff Vinifera Imports Ltd. (the “Plaintiff”) brings this action against defendant Società Agricola Castello Romitorio SRL (the “Defendant”) asserting causes of action for (1) breach of contract; (2) breach of the covenant of good faith and fair dealing; (3) quantum meruit; (4) unjust enrichment; and (5) promissory estoppel stemming from the Defendant’s termination of an alleged ten-year exclusive distribution agreement. The Defendant asserts two counterclaims for (1) tortious interference with business relationship and (2) tortious interference with contract based on the Plaintiff’s threatening of legal action against a third-party with whom the Defendant sought to start a new distribution arrangement. Presently before the Court is the Defendant’s motion for summary judgment against the Plaintiff’s claims and in favor of its counterclaims pursuant to Federal Rule of Civil Procedure (“Fed. R. Civ. P.” or “Rule”) 56. For the following reasons, the Court grants the Defendant’s motion with respect to the Plaintiff’s claim for breach of the covenant of good faith and fair dealing and the Plaintiff’s demand for lost profits under the theory of promissory estoppel. The Court denies the Defendant’s motion in all other respects. I. BACKGROUND The Plaintiff is a Long Island-based importer and distributor of Italian wines in the United States. The Defendant produces, bottles and sells Italian wine under the brand and label of Castello Romitorio from its winery located in Montalcino, Italy. The Plaintiff imported the Defendant’s wine from 2007 to 2015. This case arises from the collapse of their distribution arrangement. The parties assert two drastically different visions of their relationship. In the Plaintiff’s view, both parties cooperated under the mutual goal to sell as much wine as possible for the highest profit. ECF 89-1 10. According to the Plaintiff, the Defendant made the Plaintiff its exclusive distributor in 2007 to replace various smaller distributors, out of dissatisfaction with the sales volume driven by those distributors. Id. 2. Based on this exclusive relationship, the Plaintiff invested significant time and money to develop a market for the Defendant’s product. Id. 9. On the other hand, the Defendant believes that the Plaintiff purchased and imported the wine into the United States for the purpose of independently reselling and distributing the wine for its own profit. According to the Defendant, the parties were under no continuing obligation to transact with each other and shared no mutual goals. ECF 85-1 7. In that sense, the Defendant argues that the Plaintiff was not a “middle person” who acted on the Defendant’s behalf, but rather imported and sold the wine at its own benefit, at the price of its choosing and maintained its own inventory. ECF 85-16 at 56:12-15, 103:16-21, 138:4-14, 204:10-208:4, 260:4-261:2. The parties had no written agreement articulating the specifics of their distribution arrangement, such as the sale and purchase of the wine; the importing of the wine; the resale and distribution of the wine; the marketing and promotion of the wine; the parties’ course of conduct; or their rights upon default or termination. Instead, the Plaintiff handled orders on an annual basis, agreeing to pricing, quantity and payment terms after each vintage was bottled and tested. ECF 89-1 6; ECF 85-1 8; ECF 85-16 at 174:4-7. In the beginning of their relationship, the Plaintiff requested a letter from the Defendant that would be given to the “government.” ECF 85-16 at 99:2-23. Two employees of the Plaintiff wrote to the Defendant requesting a “Letter of Appointment” for the “Federal approval board” and a “Letter of Authorization.” On or about October 8, 2007, the Defendant provided the requested letter which contained verbatim the language that had been provided by the Plaintiff. (“October 2007 Letter”). ECF 85-1
28-31; ECF 85-7; ECF 85-8; ECF 85-9. The October 2007 Letter stated: To Whom It May Concern: Vinifera Imports Ltd. in Ronkonkoma, NY is the exclusive importer of wines made by our winery. ECF 85-9. In 2010, after the parties agreed to carve out Ohio and Missouri from the Plaintiff’s exclusive territory, the Defendant provided the Plaintiff an updated letter (“July 2010 Letter”). ECF 85-1
