Martin Ice Cream Company - Page 8

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            Jersey and New York.  Martin did little or no solicitation                                  
            himself.  Arnold did not participate in Martin’s development of                             
            the business of wholesale ice cream distribution to small grocery                           
            stores and food service accounts, focusing instead on the                                   
            supermarkets.                                                                               
                  In 1985, the Borden Co. (Borden) retained Arnold to use his                           
            contacts with the supermarkets to put Borden’s ice cream products                           
            into supermarket freezers.  Arnold worked as a broker for Borden,                           
            personally earning commissions on Borden’s sales of ice cream                               
            products to supermarkets, rather than as a distributor buying                               
            from the manufacturer and reselling to retailers.  MIC did not                              
            participate in Arnold's work for Borden.  Arnold had the ability                            
            to--and did--put Borden’s ice cream products into supermarket                               
            freezers at a time when many of his original contacts from the                              
            1960's and earlier had passed from the scene.  By 1988, Arnold no                           
            longer had a business relationship with Borden.                                             
                  At some time in the early to mid-1980's, Ben and Jerry’s, a                           
            competitor of H�agen-Dazs in the manufacture and marketing of                               
            super-premium ice cream, asked Arnold to help obtain supermarket                            
            freezer space for its products.  H�agen-Dazs had not objected to                            
            Arnold’s work for Borden but told him that he could not continue                            
            to distribute H�agen-Dazs ice cream products if he were to                                  
            distribute Ben and Jerry’s ice cream products.  Arnold thereupon                            
            terminated further contact with Ben and Jerry’s.                                            
                  In 1983, the Pillsbury Co. (Pillsbury) purchased H�agen-                              




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