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Dimitry K., Esq.
Dimitry K., Esq., Attorney
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Experience:  Run my own successful business/contract law practice.
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FL Distributor dumped

Customer Question

A Florida distributor distributed the products of a NY & NJ company (importer and producer) for almost 10 years, without a contract, but the NY company protected and stopped other people from selling in Florida the same products.


In February the NJ company purchased 52% of the NY company (both sold products to her), and then they proceeded with plans to dump her. In April the NY company started selling the same products for wholesale price to stores in Florida, and later started negotiations to replace the distributor. They told the FL company that they are opening a new FL company and they are willing to swallow her company and give her 33% of the new company and no monetary compensation. She refused and the NY company proceeded to stop shipping and leave her hanging with a massive warehouse and trucks, and all her work down the drain, because she pushed the NY products into all the major retailers in Florida.


During litigation they admitted that she was the main distributor and said that without her clients they can't keep the new distributorship but they still claim they can dump distributors at will, especially without a contract, and they never agreed to unlimited contract.


I am looking for any case law which supports the FL distributor specifically the following:


1) that a distributor has rights if they distributed for a while, even if they didn't have any contract, but they were protected by the main company, and that without a contract is stronger as there is no clause for termination.

2) that a company that buys 52% of a different company has to keep the obligations of the previous one/

3) that the florida distributor can either continue selling to her customers (i.e. force the NY company to sell), or she gets hefty compensation for her creating the market over the years.

4) how much compensation she deserves (she purchased 1.5 million dollars a year of products from the NY company)

5) if there were negotiations, how long do they need to give notice?

Submitted: 2 years ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 2 years ago.
Thank you for your question. While I do look forward to working with you to provide you the information you are seeking, I am afraid a search of NY and FL case law does not provide you the legal arguments you are seeking to support. Quite the contrary, I am afraid that the case law holds that without a written contract the distributor has every right to terminate the distributorship as they have already told you. Furthermore, without any written contract the case law says completely opposite of what you want it to say and as such I am afraid that you are going to be highly disappointed in that.
Customer: replied 2 years ago.
Relist: Answer quality.
I am not happy with the answer, it doesn't help me.
Expert:  Law Educator, Esq. replied 2 years ago.
We are sorry that the LAW does not help you and does not say what you want it to say, but I am afraid that we cannot make up law that does not exist for you to make you happy and if you go to court with law that does not exist, then they will simply throw your complaint out. Unfortunately, the law many times does not provide for what people want it to provide for and that is not the fault of the experts who have to merely tell you what the law is. I am sorry you are not going to get the answer you are seeking.

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