Bloor v. Falstaff Brewing Corp.

Falstaff Brewing (defendant) bought the Ballantine beer brand and related assets from Bloor (plaintiff) for cash plus a per-barrel royalty, promising to use its best efforts to maintain a high volume of Ballantine sales through 1978 or pay liquidated damages if it substantially discontinued the brand. Falstaff cut Ballantine's advertising and production budget, closed distribution centers, turned down outside distribution deals, and focused on its own brands, causing Ballantine sales to fall even as Falstaff's overall finances improved. The trial court found Falstaff breached the best-efforts clause but had not triggered the liquidated-damages clause.