Rominger

*167 Opinion

The instant appeal is from a judgment of dismissal after sustaining respondents’ demurrer without leave to amend to appellant’s “Complaint for Injunctive Relief and Civil Penalties,” which sought to enjoin implementation by respondents of a distribution and sales agreement, known as the “Foremost/U.G. Dairy Program” (hereinafter Dairy Program). According to the allegations of the complaint, which for purposes of this demurrer we must accept as true, respondent Foremost-McKesson, Inc. (hereinafter Foremost) is a “handler” and “distributor” of milk, licensed under the California Food and Agricultural Code. United Grocers, Ltd. (hereinafter UG) is a member-owned cooperative grocer which provides services to its retail grocer members in Northern California.

On October 6, 1980, respondents initiated a program for sale and distribution of dairy products which had been devised by UG—the “Dairy Program.”

Under the program, Foremost processes, packages and delivers dairy products labeled with the UG private “Bonnie Hubbard” brand directly to UG’s member stores. Foremost bills UG directly as the purchaser. UG is charged a “net price” for the products purchased; the net…