that Coldwater Seafood Corporation ("Coldwater") was suspended as a supplier of fish to the Arthur Treacher's system. Several weeks later, Iceland Seafood Corporation, also referred to as "Samband," was also suspended as a supplier of fish to the Arthur Treacher's system.
32. Coldwater and Samband are suppliers of "Icelandic cod." Icelandic cod refers to a species of cod sourced from the waters surrounding Iceland. Icelandic cod is universally regarded in the fish industry to be of better quality than all other types of cod. The reputation of the Arthur Treacher's system has been built upon the use of Icelandic cod with Coldwater and Samband being the traditional suppliers of this fish to the Arthur Treacher's system. There are no other suppliers of Icelandic cod other than Coldwater and Samband.
33. When Coldwater and Samband were terminated as suppliers of fish to the Arthur Treacher's system, the alternative supplier became a company called Fishery Products. The supply of fish provided by Fishery Products Canadian cod was inferior in quality to that which had previously been supplied by Coldwater and Samband the Icelandic cod. In addition, Fishery Products experienced difficulties in supplying the quantities of fish which had previously been supplied by Coldwater and Samband.
34. The reason asserted by the plaintiff, ATFC, for the termination of Samband and Coldwater was the intention on the part of those companies to include "napes" and "belly flaps," undesirable parts of cod fillets, in the future shipments of cod blocks to ATFC distributors. Although the evidence is contradictory on this issue, the weight of the evidence and the demeanor of the witnesses from whom the evidence was sourced, has convinced the Court that plaintiff's asserted reason for the termination of Coldwater and Samband is not supportable. On the contrary, the weight of the evidence points to a finding that these companies were terminated due to a desire on the part of MPK, specifically Edward J. Piszek, Sr., to become the supplier of fish for the Arthur Treacher's system, coupled with a general undefined displeasure and dissatisfaction with these companies on the part of Mr. Piszek emanating from past experience.
35. Shortly after the termination of Coldwater, a meeting was held in December, 1979, between several franchisees and representatives of Arthur Treacher's. Present at that meeting were, among others, Mr. Malerba and Edward J. Piszek, Sr. At that meeting, Mr. Piszek expressed his displeasure at the franchisees for questioning his judgment concerning the type of fish to be utilized in the Arthur Treacher's system and advised the franchisees that one of the major problems with the Arthur Treacher's system was their lack of expertise in purchasing. Mr. Piszek's view was that the franchisees did not know how to "buy right," that there was no reason to use "Cadillacs," referring to the higher quality and more expensive Icelandic cod, when "dChevrolets" would suffice, referring to the less expensive types of fish such as pollack. Mr. Piszek advised the franchisees at that meeting that he had a joint venture with the Polish fishing fleet and that MPK was prepared to become the source of supply of Arthur Treacher's fish items and that MPK was prepared to show the franchisees how to purchase properly. Several of the franchisees, including Mr. Malerba, took exception to the suggestion of Mr. Piszek that MPK supply the products and handle the purchasing for the franchisees.
36. Following the termination of Samband, a second meeting between representatives of the franchisees and executives of MPK and ATFC was held. This meeting, which occurred in January, 1980, was arranged at the request of Richard A. Benefield, one of the franchisees, so that the franchisees could express their concern over the termination of both Icelandic cod suppliers and also to discuss what the franchisees perceived to be a lack of services emanating from ATFC. At this second meeting, Mr. Piszek reiterated the views expressed at the first meeting and again suggested that MPK was prepared to supply the ATFC system with all the products it needed.
37. For a short period of time following the termination of Coldwater and Samband, MPK authorized ATFC to instruct some distributors to buy all of their fish from MPK.
38. A&B has never used any of MPK's products in its stores.
39. The Icelandic cod suppliers were subsequently reinstated as suppliers of fish to the ATFC system.
40. Approximately two to three years ago, prior to the acquisition of ATFC by MPK in November, 1979, MPK entered into a joint venture with the Polish fishing fleet which was called "Mrs. Paul's International" ("MPI"). MPK owned fifty-one (51%) percent of this joint venture, whereby it imports large amounts of fish, ranging in quantities from 3,000,000 to 20,000,000 pounds per year.
41. In September, 1979, prior to the acquisition of ATFC by MPK, MPK submitted samples of fish to ATFC for evaluation in contemplation of supplying ATFC with fish. These samples were rejected because, in the view of the ATFC Director of Quality Assurance and Product Development, the fish submitted by MPK needed improvement and modifications before being considered by ATFC.
42. It was the "dream" of Edward J. Piszek, Sr. to utilize the fish obtained from the Polish fishing fleet via MPI as the source of supply for the Arthur Treacher's system.
43. The destruction as a business entity of Arthur Treacher's, the franchisor, would result in the destruction of the franchisees and vice versa.
III. Conclusions of Law
1. This Court has jurisdiction of the matter.
2. Plaintiff, Arthur Treacher's, is entitled to preliminary injunctive relief as molded and conditioned in accordance with the attached discussion.
3. Defendant, A&B Management Corporation, is not entitled to preliminary injunctive relief.
The availability of preliminary injunctive relief depends upon four criteria:
(1) Irreparable harm to the movant absent the injunction;
(2) A likelihood that the movant will ultimately prevail on the merits;