Aronowicz v Nalleys Inc

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Aronowicz v. Nalley’s Inc California Court of Appeals FACTS: The Plaintiff in this case is Major Food Products, Inc. led by Jacob Aronowicz and Samuel Duncan. Aronowicz and Duncan were in the business of food products and approached Defendant, Nalley’s, Inc, about the possibility of manufacturing a line of sliced meat to be distributed by Nalley’s. Nalley’s showed a great interest in this offer and because of this Aronowicz and Duncan began a partnership as Major Food Products, Inc. The Plaintiffs met with Charles Gardiner, vice president and general manager of Nalley’s, Inc Los Angeles. After lengthy discussions Gardiner sent a letter to the Plaintiffs, agreeing to become the exclusive distributor for Major’s products in LA and Orange County. In the letter was the statement, “that should we determine your product line is not representative or is not compatible with our operation we are free to terminate our agreement within 30 days.” The letter was sent on February 5th, 1965. Plaintiffs leased property, purchased equipment, signed contracts to obtain meat, and hired personnel. Both Aronowicz and Duncan purchased company stock out of their own pockets. Charles Gardiner and other executives of the Defendant visited the plant of Major Foods and expressed satisfaction. On June 22, 1965 Nalley’s home office made a decision not to distribute the Plaintiff’s foods. The Plaintiffs then filed suit under the doctrine of promissory estoppel. HISTORY: The trail court ruled for the Plaintiffs, finding that Nalley’s, Inc had breached the terms of the contract made between them and Major Food Products, Inc. The Defendants appealed the decision of the trail court. ISSUE: Did Nalley’s, Inc unlawfully break off the contract between them and Major Food Products, Inc by refusing to distribute their products? HOLDING: Yes, the California Court of Appeals found

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