Before a Brewer Terminates: Lessons from Titan’s Florida Franchise Fight

A beer distribution agreement can promise a 30-day exit without supplying a lawful basis for termination and the whole mechanism and contract can get written in blatant contravention of a state’s beer franchise laws. A recent Florida beer distributor termination dispute shows why brewers and wholesalers should read the franchise statute alongside the contract, and why their lawyers should do the same before sending termination notices or briefing their rights to do so.

In Titan Products of Puerto Rico Corp. v. Compañía Cervecera de Puerto Rico, Inc., Judge Julie S. Sneed denied both sides’ summary-judgment motions on October 15, 2026. The kind of ruling at the summary judgment phase that amounts to “a plague on both your houses”, but one that, thanks to the judges meticulous and well reasoned and founded opinions, was accompanied by useful instructions for the next termination fight. (Order, pp. 8–17.)

How the beer distribution dispute developed

Titan began distributing Medalla Light in Florida in 2018; two March 2021 agreements continued the relationship. After alleging missed sales targets, the brewer sent an April 29, 2024 letter invoking § 5.02’s 30-day termination provision. The same letter invoked Florida’s franchise statute, allowing 30 days for a corrective plan and another 90 days to cure, with an August 27 termination date (that’s right, two different dates on which the distributor was purportedly terminated… that’s just a bad move – pick one and go with it – and in a franchsise state, unless there is some other contractual right you’ve negotiated for termination, that “one” is likely the one that complies with the beer franchise statute). Titan challenged the notice and proposed a plan. A June meeting produced competing accounts of whether the brewer considered a cure or had already made an irreversible decision and wasn’t paying attention or actually participating in the meeting and statutorily required corrective measures in good faith… or participating in the entire termination process in “good faith”. (Order, pp. 3–5; Ex. B, § 5.02, p. 9; Ex. C, pp. 1–2.)

The franchise statute governs the contract

The brewer tried treating contractual termination and termination of statutory franchise rights as separate events. The court rejected that distinction: “this distinction has no basis in Florida’s Beer Franchise Law.” Section 563.022(6) begins “Notwithstanding any agreement” and requires proper notice, good faith, and good cause. The statute generally requires 90 days’ advance termination notice; its good-cause procedure separately provides 30 days to submit a corrective plan and another 90 days to cure. Those clocks require coordination (as we said above). A contractual 30-day clause cannot displace them. (Order, pp. 8–9; Fla. Stat. § 563.022(6)–(9).) Those looking to terminate are admonished to draft termination language that expressly preserves the applicable statutory requirements, then coordinate the notice and cure periods before naming an effective date.

This was one of the main reasons in the opinion that Titan failed to secure judgment. Letters supported a May 29 termination, but the brewer continued shipping through August 29 and issued an August 27 termination letter. The brewer continued to ship and did not really treat its 30 day contractually based notice as the actual effective termination and appeared to hedge and continue under the rubric and process of the beer franchise law’s process but for some reason still argued the 30 day contractual right in court. It is not surprise then that the court found “a genuine dispute of material fact” over statutory notice compliance. Let that be a lesson: Wholesalers should preserve invoices and communications showing what actually continued after a termination notice; suppliers should identify one effective date consistent with the applicable statute. (Order, pp. 10–11.)

Good cause and good faith require separate proof

The brewer’s motion concentrated on good cause without addressing good faith, which includes “honesty in fact and the observance of reasonable commercial standards of fair dealing.” The court observed: “Defendant neither addresses these standards nor demonstrates that it met these standards in its motion.” Florida places the burden of proving notice compliance, good faith, and good cause on the manufacturer. Sales figures alone do not answer every question. (Order, p. 15; § 563.022(8).) Section 563.022(7) also requires a reasonable, materially significant contractual obligation and the prescribed opportunity to cure.

So, the agreements offer useful drafting lessons. Section 4.01(a) states that sales targets “assume uninterrupted supply of Product by CCPR” and requires prorating for interrupted supply. Sections 5.07–5.08 require continued good-faith performance and sufficient product for normal business through termination. Wholesalers should retain purchase orders, fill rates, adjusted target calculations, and communications showing whether cure remained possible. Brewers should document how they evaluated the corrective plan and supported a meaningful opportunity to perform. The record should establish whether the cure process offered a genuine chance to save the relationship. (Ex. B, §§ 4.01(a), 5.07–5.08, pp. 6, 10.)

Brief the statutory injunction the wholesaler actually seeks

The brewer argued Titan could not prove irreparable harm or the absence of an adequate damages remedy. But Titan sought statutory relief under § 563.022(18), not the regular cause of action at law for an injunction, but a special statutorily permitted injunction which in most states is not bound by the same test and principles as plain equitable relief. The court explained that Titan “need not establish the traditional equitable elements” and “need only show that it was aggrieved or injured by anything forbidden in the statute, i.e., the harm the statute identifies.” Available money damages and the sufficiency of money – even if it is completely sufficient for making the wholesaler whol in a beer franchise statute fight where the statute allows for an injunction – therefore did not defeat the injunction claim. (Order, pp. 13–14.)

That distinction should shape the evidence: distributors should identify the prohibited conduct, connect it to the wholesaler’s injury, and brief the statutory remedy expressly. The court denied summary judgment on the attempt to quell the injunction request. Check the particular statute and governing law before applying this Florida ruling elsewhere as your state beer franchise law might not have a separate statutory right to an injunction.

Read the valuation report with a pencil

The brewer’s expert proposed 1.5–2 times trailing 12-month gross profit ending April 29, 2024, citing brand declines and broader beer-market pressures. The expert’s February 2026 report also criticizes Titan’s “mediocre sales efforts.” That language deserves scrutiny alongside the arithmetic. The expert defines gross profit as “gross revenue less cost of goods,” then faults Titan for excluding staffing and marketing expenses. Pro tip when dealing with these experts on valuations: Ask which earnings measure the multiple values, demand comparable transactions, and reconcile invoices, case equivalents, and expenses. The proposed multiple and criticisms reflect the brewer’s expert’s views; the court did not adopt them in this ruling. (You can read the whole beer distribution rights franchise valuation report here along with the contracts for beer importation and distribution as exhibits to the motion for summary judgment: Ex. F, report pp. 8–10, 13–14.)

For wholesalers and brewers, the practical work starts before the notice: align the agreement with the franchise statute, preserve performance evidence, and address every statutory element. A termination clause supplies the beginning of that analysis, but the work is hardly done at the beginning and if the parties are in doubt as to whether a provision is in contravention of the statute but it is one they want, say so – inlcude an add on to the provision that acknowledges the potential difference and says “to the extent not in contravention of the beer franchise statute, the parties intend this provision to have full force and effect.”

This will be an interesting trial if they parties now take it that far.