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October 16, 1991


The opinion of the court was delivered by: Bissell, District Judge.


Plaintiff, a New Jersey resident, originally filed this action on June 23, 1990, alleging tortious interference with contractual relations. Plaintiff subsequently amended that complaint to add interference with prospective economic advantage and the defendant, a New York corporation, filed a motion to dismiss all counts. The Court granted that motion on April 10, 1991, but provided the plaintiff with another opportunity to file a third amended complaint based on alternative legal theories.

Plaintiff filed his third amended complaint (hereinafter the "Complaint") on April 24, 1991 alleging in Count 1 that he is a third-party beneficiary of the Distributor Agreement executed by Coca-Cola with another distributor and that he suffered injury as a result of defendant's alleged breach of that Agreement. He alleges in Count 3 that he detrimentally relied on various representations made by the defendant in the course of applying for a distributor's route. Plaintiff also claims in Count 2 that defendant's rejection of his application was malicious and that he is entitled to punitive damages.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332 (diversity of citizenship and an amount in controversy exceeding $50,000). Presently before the Court is defendant's motion to dismiss the complaint or for summary judgment.


Plaintiff Richard Grant, Jr. works in the soft drink distributorship business. From June 1984 until February 1989 he was employed by Mike Badalto as an operations assistant for Badalto's Coca-Cola distributorship. Plaintiff earned $27,500 in annual salary plus medical benefits and an $80 monthly car allowance. Sometime in early 1989, plaintiff learned that Girolomo Ricciardi was interested in selling his Coca-Cola distributorship. That distributorship was governed by a Distributor's Agreement executed by Coca-Cola and Ricciardi in November 1985. (Ricciardi Decl., ¶ 3). Eager for advancement, Grant made inquiries and learned that he would have to apply to Coca-Cola for its approval of the purchase.

Paragraph 16 of the Distributor's Agreement between Coca-Cola and Ricciardi provides that:

    So long as this Agreement is in effect, the
  Company will accept any substitute distributor
  produced by the Distributor to take over and
  perform this Agreement in place of the Distributor
  and will enter into a new Distributor's Agreement
  for the balance of the term hereof . . . with such
  proposed substitute distributor, provided it shall
  to the satisfaction of the Company meet the
  requirements of the Company as to character,
  ability, financial responsibility and adequacy of
  equipment to discharge the obligations assumed by
  the Distributor hereunder.

(Compl., Count 1, ¶ 3).

According to the plaintiff, Coca-Cola's representatives told him that his "application would be looked upon more favorably" if he took an employment position with Ricciardi in order to obtain some familiarity with the route. (Grant Cert., ¶ 3). Plaintiff decided to take a job with Ricciardi, even though his salary would drop $200 per week, roughly a third of his previous salary. According to Grant, Badalto told him at the time of his departure that he "was sorry to see [him] go" and that his "old job was waiting for [him]." (Id.)

In addition, Coca-Cola required a signed contract of sale between Grant, the prospective purchaser, and Ricciardi, the current distributor. (Id.) That contract is expressly contingent upon Coca-Cola issuing to plaintiff a Distributor Agreement assigning the subject territory to plaintiff. (Brewer Decl. of 7/17/91, Exh. C, § 7(a)). The contract also requires plaintiff "to exercise his best efforts to fulfill the requirements for approval by Coca-Cola." (Id. at § 7(b)). This provision of the contract specifically required the plaintiff to "provide credit information, operate a COCA-COLA route under the supervision and approval of COKE management, submit to an interview, and fulfill such other requirements as are requested by COKE." (Id.)

On July 24, 1989, Joe Smyth, a Coca-Cola representative, prepared a written evaluation of plaintiff's qualifications for the distributorship and found that he ranked either "good" or "excellent" in all categories. (Attached to Grant Cert.) Plaintiff further reports that in August, Frank Madia, another Coca-Cola representative, informed him that he would have to undergo an interview with senior officers of Coca-Cola. According to Grant, he was told that the defendant had already decided to approve him and the upcoming interview was a "mere formality." (Grant Cert., ¶ 5). Plaintiff contends that in light of this assurance, he proceeded to fulfill the information requirements of the transfer application. (Id.)

During the summer and early fall of 1989, Badalto, plaintiff's former employer, reiterated his standing offer for Grant to return. Plaintiff refused, and in October he went forward with his final interview at the Coca-Cola offices in Carlstadt, New Jersey. At this meeting, Grant reports that he was told by Madia that he was "one of the best distributor prospects ever evaluated." (Grant Cert., ΒΆ 8). Another Coca-Cola representative told plaintiff that "he would make an excellent ...

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