Appeal from the United States District Court
for the Southern District of Ohio at Columbus.
No. 2:16-cv-00861—Michael H. Watson, District Judge.
Argued: May 3, 2017
Decided and Filed: June 26, 2017
Before: GIBBONS, COOK, and GRIFFIN, Circuit Judges.
GRIFFIN, Circuit Judge. Defendant The Great Lakes Brewing Company sought to end
its relationship with one of its distributors, Glazer’s of Ohio, Inc., after it executed a corporate
merger without seeking Great Lakes’ consent, as required by their contract. In response,
Glazer’s of Ohio’s successor corporation, plaintiff Southern Glazer’s Distributors of Ohio, LLC,
filed suit in the United States District Court for the Southern District of Ohio and moved to
preliminarily enjoin the impending termination, arguing that the contract’s consent requirement
was invalid under Ohio law. The district court agreed and found that the remaining equities
weighed in favor of granting the preliminary injunction. The defendant manufacturer now
appeals, and we reverse. We hold that the district court erred as a matter of law in ruling that the
plaintiff distributor was likely to succeed on the merits. To the contrary, because the parties’
consent provision is valid under state law, the distributor has no likelihood of success. This legal
error warrants reversal of the preliminary injunction order and a remand for further proceedings.