Alcohol distributors know the scenario too well: a brand underperforms, the parties agree to unwind, and the supplier promises to “take care of” remaining inventory—until the calls stop, the warehouse fills up, and the storage invoices keep coming.
A recent New York Supreme Court decision, Labatt USA Operating Co., LLC v. Friends Beverage Group, LLC, squarely addresses that problem. The court awarded a national distributor more than $1.1 million after a supplier refused to retrieve unsold product following termination—while quietly monetizing the same inventory elsewhere. The opinion offers important guidance on distribution agreement terminations, unsold inventory obligations, storage costs, and distributor remedies when suppliers breach post-termination duties.
Distribution Agreement Terminations: Inventory Return Obligations Matter
The parties’ original alcohol distribution agreement allocated inventory risk to the distributor, prohibited returns of conforming product, and disclaimed consequential damages—terms that are common in supplier-drafted beverage distribution contracts.
In Labatt, the parties amended their distribution agreement to terminate the relationship at year-end. Critically, the amendment required the supplier to take back all unsold product and point-of-sale materials within shown (45) days of termination—or designate a location for shipment—at the supplier’s expense.
That language is common in alcohol distribution agreements, particularly where distributors front inventory risk, warehousing, and compliance costs. And here, it became outcome-determinative.
When the relationship ended, Labatt was left holding more than 30,000 cases of unsold flavored wine, despite repeated demands that the supplier retrieve the product. The supplier did neither.
Supplier Refusal to Retrieve Inventory Is a Breach—Even Without Sales Quotas
The court granted summary judgment on Labatt’s breach-of-contract claim, finding that the supplier’s refusal to retrieve or accept shipment of unsold product violated the termination amendment.
Importantly for distributors, the supplier argued—unsuccessfully—that Labatt failed to adequately sell the brand during the relationship. The court rejected that argument outright:
- The agreements imposed no sales quotas or minimum performance benchmarks
- The supplier had expressly acknowledged that no material breach existed as of the amendment
- Evidence showed that Labatt invested substantial resources in nationwide marketing, compliance, and distribution
For distributors, this reinforces a key point: courts will not retroactively impose sales obligations that the contract itself does not contain, particularly after a negotiated wind-down.
Storage Costs and Unsold Alcohol Inventory: When Contract Silence Is Not the End
Here is where the decision becomes especially relevant to distributors.
The distribution agreement did not expressly require reimbursement of post-termination storage costs. Many suppliers assume that silence equals immunity. The court disagreed.
After the supplier refused to retrieve inventory, Labatt stored the product for nearly two years, incurring more than $529,000 in warehouse fees. During that same period, the supplier replaced the brand with a competing product and ultimately transferred the unsold inventory to a third party in exchange for substantial advertising credits.
The court allowed Labatt to recover all storage costs under an unjust-enrichment theory, holding that:
- The supplier was enriched by retaining the purchase price and extracting later value from the same inventory
- The distributor bore storage costs solely because of the supplier’s refusal to perform
- Allowing the supplier to retain that benefit would violate equity and good conscience
For alcohol distributors, this is a critical takeaway: a supplier cannot force a distributor to act as a long-term warehouse while double-dipping on inventory value, even where the contract does not expressly address storage reimbursement.
Damages Limitations and Unjust Enrichment: An Important Backstop
Many distribution agreements limit consequential or incidental damages. The court suggested that—even if such a limitation applied—equitable restitution for storage costs would still survive, because unjust enrichment arises outside the four corners of the contract.
That distinction matters in real-world distributor disputes, where suppliers often rely on damages waivers as a shield after refusing to honor wind-down obligations.
A Cautionary Note on Litigation Strategy (and AI)
One final procedural wrinkle: the supplier’s opposition to summary judgment was stricken entirely, after the court found that counsel used artificial-intelligence tools that fabricated case citations.
The result was an unopposed motion—and a seven-figure judgment.
For distributors evaluating enforcement options, the lesson is simple: well-documented claims paired with disciplined litigation strategy can shift leverage dramatically, especially where the supplier has already overplayed its hand.
Why This Case Matters for Alcohol Distributors
Distributors routinely face pressure to absorb inventory risk when brands fail. Labatt confirms that courts will:
- Enforce inventory return obligations in termination amendments
- Reject after-the-fact performance excuses not grounded in the contract
- Allow recovery of storage costs where suppliers externalize their own risk
- Use unjust enrichment to prevent suppliers from profiting at distributors’ expense
For distributors negotiating termination language—or deciding whether to pursue claims when suppliers walk away from inventory—this decision provides a strong roadmap.