Guild Wineries and Distilleries, an Agricultural Cooperative, Plaintiff v. Whitehall Co., Ltd., a Massachusetts Corporation

Guild Wineries and Distilleries (“Guild”) sought to terminate a distribution contract pursuant to which Whitehall Company, Ltd. (“Whitehall”) distributed Guild alcoholic beverages in Massachusetts. The distribution contract provided that either party could terminate it without cause on thirty days advance notice. The contract also contained a California choice of law provision. Under Massachusetts law, Guild could not terminate the contract except for “good cause shown.” Mass.Gen.L. ch. 138, § 25E. California law apparently would permit termination of the contract without cause. Guild brought this action, requesting a declaration that California law governed the contract or that Guild had good cause to terminate Whitehall. Applying California’s conflict of law principles, the district court determined that Massachusetts law governed the parties’ dispute. The district court gave issue preclusive effect to portions of a decision by the Massachusetts Alcoholic Beverages Control Commission (“ABCC”), and granted summary judgment in favor of Whitehall. Guild appeals. We have jurisdiction under 28 U.S. C. § 1291. We affirm because the ABCC’s decision was entitled to claim preclusive…