Martin Ice Cream Company - Page 9

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            Dazs from Mr. Mattus.  Pillsbury promptly initiated a business                              
            plan to consolidate the distribution of H�agen-Dazs ice cream                               
            products into its own distribution centers, with the goal of                                
            delivering directly to retail stores, especially large                                      
            supermarket chains.  Pillsbury believed it could deliver a                                  
            uniformly higher quality product to supermarkets at lower cost                              
            than independent distributors whose refrigeration equipment was                             
            not as reliable.  Pillsbury believed that ensuring high quality                             
            was vital to its basic corporate strategy of continuing to                                  
            differentiate H�agen-Dazs products from those of its competitors.                           
                  Another important component of the H�agen-Dazs corporate                              
            strategy was to enter into written distribution contracts,                                  
            explicitly terminable at will by H�agen-Dazs on short notice,                               
            with distributors that it was not ready to buy out.  Since 1974,                            
            MIC, like other regional distributors, had distributed H�agen-                              
            Dazs products on the basis of Arnold’s original oral agreement                              
            with Mr. Mattus.  After its acquisition by Pillsbury, H�agen-Dazs                           
            always maintained that distributors such as MIC did not have                                
            enforceable rights to continue to distribute H�agen-Dazs ice                                
            cream.  In June 1988, the U.S. District Court, Northern District                            
            of California, MDL docket No. 682, ordered summary judgment in                              
            favor of H�agen-Dazs against a terminated distributor who had                               
            distributed ice cream products for a direct competitor.3  The                               


                  3 In re Super Premium Ice Cream Distribution Antitrust                                
            Litig., 691 F. Supp. 1262 (N.D. Cal. 1988), affd. without                                   
                                                                          (continued...)                



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