Brooklyn Bagel Boys, Inc. v. Earthgrains Refrigerated Dough Products, Inc.

212 F.3d 373 (7th Cir. 2000)

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Nature of the Case

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Facts

P produces bagels for third parties who sell them under their own brand name. D manufactures, distributes, and sells refrigerated dough products. D began working on a project to develop its own proprietary formula for bagels. D developed a bagel formula and began to contract with different 'co-packers' to manufacture bagels for distribution under D's brand name. P and D entered into a contract. P agreed to process and package bagels for D in packaging bearing D's brand name or other trademarks owned or licensed by D. P was to purchase all the ingredients. D agreed to provide P with all the racks and trays necessary for shipping the bagels. D was responsible for picking up the bagels for distribution to its facilities. The Contract did not require D to purchase a specific quantity of bagels. D was required to provide a non-binding forecast every three months, in a form as agreed by the parties, for its expected bagel orders. The parties agreed that the Contract would 'continue in effect until either party terminates it upon ninety (90) days prior written notice to the other party of such termination or terminates it as otherwise provided in the Agreement.' Eventually, D began installing equipment to manufacture bagels and D sent P a letter expressing its intent to terminate the Contract pursuant to the 90-day notice. P sued D, asserting various state law claims for breach of contract, breach of an implied duty of good faith and fair dealing, promissory estoppel, and unjust enrichment. The district court granted d summary judgment, finding that the terms of the Contract were unambiguous and did not obligate D to purchase its bagel needs for the Fort Payne facility from P. P appealed.