Unpublished Disposition, 879 F.2d 865 (9th Cir. 1989)

MEMORANDUM^** 

Alpine Sales Company appeals the district court's grant of Brown-Forman Corporation's motion for summary judgment in Alpine's action for wrongful termination of a distribution agreement. We affirm.

We review de novo the district court's grant of summary judgment. Berg v. Kincheloe, 794 F.2d 457, 459 (9th Cir. 1986).

Alpine claims that Idaho law should apply despite a provision in the distribution agreement selecting California law. We need not decide which state's law applies. Under either state's law, Brown-Forman's termination of the agreement was proper, and summary judgment was appropriate. The parties agree that the termination was proper under California law.

Alpine claims that if Idaho law applies, the termination was in breach of the agreement. Alpine bases its argument on Idaho Code Sec. 23-1328A(1), which provides:

(1) It shall be unlawful for any vintners, winery, importer or dealer ...

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(f) To cause a termination ... in the relationship with the distributor without providing at least ninety (90) days' written notice of the termination.... The notice shall state all the reasons for termination ... and shall provide that the distributor has ninety (90) days from the date of receipt by said distributor of the vintner's ... or dealer's notice in which to rectify any claimed deficiency.

Alpine does not contend that Brown-Forman failed to give ninety days notice stating all the reasons for termination. Nor does Alpine claim that Brown-Forman's stated reasons for the termination were disingenuous or incomplete. Alpine does not take issue with Brown-Forman's explanation that it terminated the agreement because, for legitimate business reasons, it wished to reorganize its distribution system.

Alpine claims instead that the statute prohibits terminations of distributors for any reason other than some deficiency on the part of the distributor. Alpine reasons that because the statute requires that a distributor be given ninety days to rectify "any claimed deficiency," the only acceptable reasons for termination are distributor deficiencies. We disagree.

The Idaho courts have yet to construe section 23-1328A(1) (f). However, Idaho follows the rule of statutory construction that requires that the language of a statute must be given its common and ordinary meaning. See Hammon v. Farmers Ins. Co., 109 Idaho 286, 288, 707 P.2d 397, 399 (1985). The language of the section is clear. The dealer or importer is simply required to give all the reasons for termination. If any of the "reasons" include deficiencies on the part of the distributor, the dealer must give the distributor ninety days to rectify those claimed deficiencies. Nothing in the statute limits acceptable "reasons for termination" to distributor deficiencies. Brown-Forman's termination of the agreement for its own legitimate business reasons comported fully with the requirements of the statute.

Brown-Forman's request for attorneys fees in addition to other costs is granted pursuant to the distributorship agreement.

AFFIRMED.