Zee Medical Distributor Ass'n, Inc. v. Zee Medical

Zee Medical Distributor Association, Inc. (Association) appeals from a judgment of dismissal of its declaratory relief action against respondent Zee Medical, Inc. (Zee). The superior court entered the judgment after granting Zee’s motion for summary adjudication on the key cause of action of the Association’s complaint, ruling that the distribution agreements between Zee and its distributors had express terms of duration and were terminable only on the grounds for termination set forth in the agreements. The Association contends that the agreements did not have express terms of duration and were therefore terminable at will. We disagree and affirm because the parties themselves in their written contract agreed to the duration of their relationship, making it terminable for cause when specified conditions or events occur.

I. Facts

The parties have stipulated to the pertinent facts. Zee is a leading provider of occupational first aid and safety products and services, and has a national network of approximately 57 distributors. These distributors, all of whom belong to the Association, are the exclusive distributors of hundreds of Zee products and services in their…