FRANK B. FUHRER WHOLESALE COMPANY, Appellant v. MILLERCOORS LLC; Coors Brewing Company; Molson Coors Brewing Company, 602 F. App'x 888

OPINION KRAUSE, Circuit Judge: The Frank B. Führer Wholesale Company (“Führer”) appeals the District Court’s dismissal of its breach of contract and declaratory judgment claims against Mil-lerCoors LLC (“MillerCoors”), arising from Fuhrer’s 1997 Distribution Agreement (“the Agreement”) with the Coors Brewing Company. Because we conclude that MillerCoors did not violate its obligations under the contract or under Pennsylvania law, we will affirm.

Under the terms of the Agreement, Führer is the exclusive wholesale distributor of a list of specified MillerCoors products in the Pittsburgh metropolitan area (the “Exclusive Distribution List”). The Agreement provides that MillerCoors may-add new products to the Exclusive Distribution List, although it has no contractual obligation to do so. It also expressly provides that Führer is authorized to acquire the rights to sell other brands of beer without MillerCoors’ consent, and Führer has exercised that prerogative by selling other beers, including the Anheu-ser-Busch products that it has sold since 1982.

In addition, the Agreement states that “[t]he implementation, performance, and enforcement of the terms of this Agreement ... shall be subject to the duty of good faith and fair dealing.” In 2012 and 2018, MillerCoors introduced three new craft and specialty beers, Batch 19, Third Shift, and Redd’s Apple Ale (collectively, the “Craft Beers”) and awarded the distribution rights to Fuhrer’s competitors, prompting Führer to file suit.

Fuhrer’s complaint alleged: (1) that the Chief Executive Officer and President of Sales and Distributor Operations for MillerCoors stated at a meeting on May 10, 2013 that MillerCoors did not assign Führer the Craft Beers because Führer also sells products for Anheuser-Busch; and (2) that in a June 4, 2013 email, Mil-lerCoors told Führer it would have to create a new corporate entity dedicated exclusively to MillerCoors products in order to be considered for the rights to new Mil-lerCoors products in the future.

On the basis of these allegations, Führer sought a declaratory judgment that MillerCoors may not require Führer to limit its sales of other manufacturers’ beers in order to receive the right to sell MillerCoors’ Craft Beers, and asserted claims for breach of contract, violation of the Pennsylvania Liquor Code, unreasonable restraint of trade, and tortious interference with contract. The District Court granted Mil-lerCoors’ motion to dismiss in full and subsequently denied Fuhrer’s motion for reconsideration.

On appeal, Führer first argues that the District Court mischaracterized the relief that it is seeking because it does not object to MillerCoors’ ultimate decision to assign distribution rights elsewhere, but rather objects to the process by which MillerCoors reached that decision, which Führer posits violated the covenant of good faith and fair dealing. Even accepting this nebulous distinction, we agree with the District Court that under Pennsylvania law, the duty of good faith cannot override express contractual terms and convert a permissive contract provision into a mandate.

Here, the Agreement allows, but does not require, MillerCoors to grant Führer distribution rights to products that do not appear on the Exclusive Distribution List. Thus, the District Court correctly concluded that MillerCoors did not violate its duty of good faith by undertaking a selection process and exercising its express contractual right to choose a distributor other than Führer for its new products. Führer next argues that the District Court erred in dismissing the breach of contract and declaratory judgment counts.

To state a claim for breach of contract, Pennsylvania law requires a plaintiff to establish: (1) the existence of a contract, including its essential terms, (2) a breach of a duty imposed by the contract, and (3) resultant damages. Führer alleges that MillerCoors breached its contractual duty by “(

a) requiring Führer to create an entity devoted exclusively to selling the products of MillerCoors in order to receive the right to sell new craft/specialty beers; and (

b) refusing to grant Führer the right to sell new craft/specialty beers because Führer sells the products of other manufacturers.” Führer also requests a declaratory judgment “that Defendants may not require Führer to assent to a condition limiting Fuhrer’s right to sell the product of other beer manufacturers in order to receive the right to sell craft/specialty beers, including but not limited to a condition requiring Führer to create a separate corporate entity devoted exclusively to MillerCoors products.” Again, however, the explicit terms of the Agreement control: Führer may distribute other brands of beer without MillerCoors’ consent, but MillerCoors is under no obligation to assign Führer the distribution rights to its new products.

Accordingly, MillerCoors’ proposal to grant Führer the distribution rights to new products in exchange for additional undertakings by Führer does not constitute bad faith performance; rather, it is an arm’s-length negotiating tactic, offering to barter contractual right for contractual right.

The terms proposed for what would constitute a new business venture do not interfere with Fuhrer’s existing rights under the Agreement, and the District Court properly rejected Fuhrer’s attempt to invoke the duty of good faith to import into its contract a provision “which it neither bargained for nor attained.” Finally, there is no evidence on the record of coercion or intimidation to support Fuhrer’s assertion that MillerCoors attempted to force Führer to give up a right protected by the Agreement. In sum, there was no error in the District Court’s well-reasoned opinion, and its judgment will be affirmed.

This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not constitute binding precedent. . The parties consented to proceed before a Magistrate Judge pursuant to 28 U.S.C. § 636. The District Court had jurisdiction under 28 U.S.C. § 1332(a)(1), and we have jurisdiction over the appeal pursuant to 28 U.S.C. § 1291. We review de novo the District Court’s decision to grant a motion to dismiss. Ballentine v. United States, 486 F.3d 806, 808 (3d Cir.2007) (citing Vallies v. Sky Bank, 432 F.3d 493, 494 (3d Cir.2006)). . Führer signed the Agreement with the Coors Brewing Company in 1997.

In 2008, the Coors Brewing Company and Miller Brewing Company created MillerCoors as a joint venture, and Coors transferred its rights and obligations under the Agreement to Mil-lerCoors. . Agreement § 1.1, 2.1, Exhibit A. . Id. § 1.1. . Id. § 8.4. . Id. § 1.2. . Führer originally filed suit against MillerC-oors in the Court of Common Pleas óf Alie-gheny County on July 31, 2013. After Mil-lerCoors timely removed this case to the District Court for the Western District of Pennsylvania, Führer filed its amended complaint. . West Run Student Hous. Assocs., LLC v.

Huntington Nat’l Bank, 712 F.3d 165, 170 (3d Cir.2013); Northview Motors, Inc. v. Chrysler Motors Corp., 227 F.3d 78, 91 (3d Cir.2000). Führer argues that here, unlike in the cases cited above, there is an explicit contractual term subjecting the Agreement .to the duty of good faith and fair dealing. But even an explicit contractual obligation of good faith cannot rewrite the other terms of a contract. . Agreement § 1.1. . Ware v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir.2003) (citation and quotation omitted). . Am. Compl. ¶ 59. . Id. ¶ 51. . Agreement § 1.1; 8.4. . Duquesne Light Co. v. Westinghouse Elec.

Co., 66 F.3d 604, 618 (3d Cir.1995) (applying Pennsylvania law). . See Gen. Motors Corp. v. New A.C. Chevrolet, Inc., 263 F.3d 296, 326 (3d Cir.2001) (equating forcing a party to abandon its contractual rights with "intimidation or coercion” for purposes of good faith inquiry).