UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

THE STROH BREWERY COMPANY,

Plaintiff-Appellee,

v.

WESTERN MARYLAND DISTRIBUTING

COMPANY, INCORPORATED,

Defendant-Appellant,

and No. 96-2705

ALLEGANY BEER DISTRIBUTORS,

INCORPORATED,

Defendant,

v.

FREDERICK P. WINNER, LIMITED,

Third Party Defendant.

Appeal from the United States District Court

for the District of Maryland, at Baltimore.

Benson E. Legg, District Judge.

(CA-95-2211-L)

Argued: October 28, 1997

Decided: December 3, 1997

Before NIEMEYER, WILLIAMS, and MOTZ, Circuit Judges.

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Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: Stephen Carroll Wilkinson, WILKINSON & MILLER,

P.C., Cumberland, Maryland, for Appellant. Thomas Matthew Wilson, III, TYDINGS & ROSENBERG, L.L.P., Baltimore, Maryland,

for Appellee. ON BRIEF: Joseph F. Miller, WILKINSON & MILLER, P.C., Cumberland, Maryland, for Appellant. J. Hardin Marion,

Michael H. Tow, TYDINGS & ROSENBERG, L.L.P., Baltimore,

Maryland, for Appellee.

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Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c).

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OPINION

PER CURIAM:

This case arises out of a diversity declaratory judgment action

brought by The Stroh Brewery Company against Western Maryland

Distributing Company, Inc., and its co-defendant, Allegany Beer Distributors, Inc. Western Maryland appeals from the district court's

grant of summary judgment in favor of Stroh. We affirm.

Stroh brews beer. In 1993, Stroh and Allegany entered into a franchise agreement whereby Allegany became the exclusive distributor

of Stroh products in Allegany County, Maryland. This agreement

required Allegany to obtain prior written consent from Stroh before

Allegany could effect any significant "control change," including the

transfer of Allegany's rights under the franchise agreement to another

party. The franchise agreement provided that Allegany must notify a

prospective transferee about the agreement and the consent provisions

therein. By its terms, the franchise agreement would automatically

terminate upon the occurrence of a control change to which Stroh had

not given its prior written consent. Although Stroh agreed not to

unreasonably withhold its approval, it reserved the right to disapprove

any control change that it believed, in good faith, was adverse to its

business interests.

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On June 9, 1995, Allegany notified Stroh of its intention to transfer

its assets, including its rights under the franchise agreement, to Western Maryland. On June 16, Stroh responded to Allegany by requesting

information about Western Maryland. For the approval process to

move forward, Allegany would have to provide the requested information to Stroh. On June 27, Allegany and Western Maryland signed

an acquisition agreement that called for closing on July 15, but

expressly allowed that date to be pushed back until approval was

obtained from the breweries with which Allegany had franchise

rights. Finally, on July 14, Western Maryland and Allegany went to

closing on the acquisition agreement without Stroh's written consent,

Western Maryland never having read the franchise agreement

between Stroh and Allegany.

Between June 9 and July 14, Western Maryland had several contacts with Stroh employees, including Stroh's local representative, its

credit manager, and a records coordinator at Stroh's headquarters.

None of the Stroh personnel stated that Stroh had decided to approve

Western Maryland. At most they stated that they knew of no problems, or that they had recommended approval. Relying on its past

experience in the industry, and thinking that these conversations signaled forthcoming approval, Western Maryland closed the deal with

Allegany. Stroh thereafter terminated its review process and treated

the control change as having terminated any rights under the franchise

agreement. Stroh eventually contracted with Frederick P. Winner,

Ltd., a third-party defendant, as its new distributor for Allegany

County.

Stroh filed this action against Allegany and Western Maryland,

seeking a declaration that Allegany's distributorship had terminated

under the terms of the franchise agreement, that Western Maryland

had no rights thereunder, and that Allegany had no rights under the

Maryland Beer Franchise Fair Dealing Act, Md. Ann. Code art. 2B,

§ 17-101 et seq. (1996) (the "Beer Franchise Act"). Allegany asserted

no counterclaims. Western Maryland, however, did counterclaim,

asserting breach of contract, estoppel, fraudulent and negligent misrepresentation, malicious interference with contract, and violation of

the Beer Franchise Act.*

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*Additional claims by Stroh involving Lanham Act violations and

additional counter-claims by Western Maryland involving antitrust violations were dismissed without prejudice pursuant to a consent order dated

December 4, 1996.

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In a careful, well-reasoned opinion, the district court granted summary judgment to Stroh on its claims and Western Maryland's counterclaims. Western Maryland appeals only from the district court's

order with regard to its claims of estoppel, fraudulent and negligent

misrepresentation, and violation of the Beer Franchise Act. The district court concluded that: (1) the estoppel, fraudulent and negligent

misrepresentation claims failed because no fair-minded jury could

find that Western Maryland reasonably relied on the statements or

conduct of Stroh's employees in closing its deal with Allegany; (2)

the fraudulent misrepresentation claim also failed because no evidence existed that Stroh's statements were false when made or

reflected false intentions; (3) the negligent misrepresentation claim

also failed because no duty of care ran from Stroh to Western Maryland; and (4) the Beer Franchising Act claim failed because Western

Maryland lacked standing to pursue it -- an agreement between Stroh

and Western Maryland never existed -- and the Act does not address

the transfer of franchise rights. Having reviewed the record, briefs,

and relevant statutes and case law, and having had the benefit of oral

argument on the matter, we conclude that the district court's rulings

were correct. Accordingly, we affirm on the reasoning of the district

court opinion. See Stroh Brewery Co. v. Allegany Beer Distributors,

Inc., Civil Action No. L-95-2211 (D. Md. Oct. 15, 1996).

AFFIRMED

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