Overview
Every year there are cases that remind us of the key legal issues that manufacturers face daily, and 2025 was no different. The 2025 reported cases address antitrust, trademark, various facets of terminations, several contractual issues including good faith and fair dealing when a dealer has exclusive territory, and venue provision enforceability under state dealer protection laws.
The following case summaries are intentionally high-level—our goal is not to examine the cases in depth or evaluate the merits of their outcome, but rather to highlight key issues and principles that manufacturers face day to day.
Antitrust (Including Right to Repair)
Fed. Trade Comm'n v. Deere & Co., 2025 WL 1638474 (N.D. Ill. June 9, 2025)
The FTC alleges that Deere violated the Sherman Act (monopolistic conduct) and the FTC Act (unfair competition). As the court summarized, the FTC alleges that Deere’s software is needed to repair equipment, only Deere dealers have access to that software, which in turn forces farmers to work through Deere dealers rather than other more convenient options and pay for Deere replacement parts rather than less expensive options. Deere moved for judgment on the pleadings on the Sherman Act and FTC Act claims.
For purposes of both claims, the court found that the FTC adequately alleged an aftermarket claim under Eastman Kodak Co. v. Image Tech. Servs., Inc., 504 U.S. 451 (1992) because the court could not decide as a matter of law that farmers were aware of the lifetime cost of owning Deere equipment. Despite the allegation that Deere’s practices persisted for “decades,” the court noted that individual farmers might not know details like how frequently Deere’s software would be needed, how much extra they would pay for Deere parts, or how far they would need to travel to a Deere dealer. The court further noted that farmer knowledge is less relevant when the defendant has power in the foremarket (i.e., initial sale market), which was adequately alleged.
The court also found that the FTC had adequately alleged that Deere had sufficient market power in the farm equipment market that a claim for monopolizing the service and parts aftermarket could be maintained. The court rejected Deere’s argument that it could not exercise market power because it did not participate in the repair and parts sales aftermarket, but the court found those to be fact questions inappropriate for a pleading stage motion. The court further found that the claims survived because the FTC alleged that Deere had the power to control prices and exclude competition.
In re Crop Prot. Products Loyalty Program Antitrust Litig., 779 F. Supp. 3d 624 (M.D.N.C. 2025)
A putative class of farmers brought federal antitrust claims against two pesticide manufacturers. The class plaintiffs allege that the manufacturers offer their distributors (from whom the farmers bought pesticides) incentives if they purchase at least 85% of their pesticides from non-generic manufacturers.
The court, applying Illinois Brick Co. v. Illinois, 431 U.S. 720 (1977), dismissed damage claims under the Clayton Act because the plaintiff farmers are indirect purchasers of the pesticides. The court declined dismissal of injunctive relief claims, holding that the farmers had standing to pursue those claims, and dismissed but not all state law antitrust and deceptive practices claims.
Termination – Trademark Issues
Survitec Survival Prods., Inc. v. Fire Protection Serv., Inc., No. H-21-312, 2025 WL 2782332 (S.D. Tex. Sept. 30, 2025)
Fire Protection Service, Inc. operated as an authorized dealer for some of Survitec’s products through an oral agreement. Survitec terminated that agreement and later sued Fire Protection under the Lanham Act and state law for unauthorized trademark use, trademark dilution, false designation of origin, and false advertising. After a bench trial, the court entered judgment against the plaintiff on all counts. The court's key holdings include i) Fire Protection could outsource service for Survitec products without disclosing the outsourcing to consumers; ii) the first sale doctrine allowed Fire Protection to sell life rafts and resell servicing certificates; iii) Fire Protection’s advertisements showing it sold Survitec products did not create consumer confusion; and iv) Survitec failed to prove actual damages or an entitlement to statutory damages.
Induction Innovations, Inc. v. Sjoerd’s Pro Tools, Inc., No. 8:25-cv-1172, 2025 WL 2855019 (M.D. Fla. May 8, 2025)
The plaintiff, a manufacturer of hand-held induction heaters, terminated its dealer. The dealer acquired the manufacturer’s heaters from a third party and sold them over Amazon at below the manufacturer’s minimum advertised price requirements for its dealers. The court denied a temporary restraining order for the manufacturer, who had sued for trademark infringement. To avoid the first sale doctrine, the manufacturer argued that the heaters were materially different because they had a shorter warranty than if sold by an authorized dealer. The court rejected that argument on the grounds that it was not supported by a credible allegation or evidence. The court did note, however, that selling goods with an inferior warranty, if proven, can be a material difference in a product that avoids the first sale doctrine.
Termination – Notice Requirements & Scope of Dealer Protection Law
Northeast Emergency Apparatus LLC v. Mine Respirator Co. LLC, 2025 WL 3481790 (D. Me. Dec. 4, 2025)
Dealer sued for wrongful termination under Maine’s Power Equipment, Machinery, and Appliances law. The court entered a temporary restraining order against the termination because the manufacturer did not meet statutory notice requirements, namely setting forth why it had good cause to terminate and failing to give the plaintiff an opportunity to cure. The court further held that there was a sufficient community of interest between the parties to trigger the dealer law because “[o]n the record before me here, [plaintiff] has invested ample time and money in MSA Safety inventory, marketing materials, outreach events, and related employee training.”
Fire Protection Servs. v. Survitec Survival Prods., 153 F.4th 439 (5th Cir. 2025)
The Fifth Circuit held that life rafts were considered “equipment” under the Texas Fair Practices of Equipment Manufacturers, Distributors, Wholesalers, and Dealers Act (the “Act”). In reaching that conclusion, the court considered whether life rafts were “present in a commercial context covered by the Act” and whether they were “used…in connection” with those commercial activities. The life rafts were used on offshore oil rigs.
With respect to the first question, the Act defines “equipment” as “machinery, equipment, or implements or attachments” that are “used for, or in connection with” such contexts as “industrial” and “mining.” The manufacturer disputed that oil and gas drilling fell within “mining” or “industrial activities.” The court disagreed because, according to the court, the dictionary definition of “mining” includes oil and gas exploration and because “industrial” has a broad meaning, defining it as “activity involving large-scale, systematic, labor- and capital-intensive economic endeavors,” including oil and gas drilling.
As for whether life rafts are used “in connection with” those activities, the court found that “in connection” does not “imply more than a tangential connection” to the activity, which is a low bar that the court found was cleared by life rafts.
Termination – Contractual Issues
Max Fire Apparatus, Inc. v. Rosenbauer America, LLC, 759 F. Supp. 3d 1168 (D. Colo. 2024)
A terminated dealer sued its manufacturer for breach of the dealer agreement, breach of the dealer handbook, and breach of the duty of good faith and fair dealing. The court granted summary judgment in favor of the manufacturer because the dealer agreement unambiguously allowed termination without cause. The court further held that the dealer handbook was not incorporated by reference into the agreement, was not a standalone contract, and did not impose any obligations on the manufacturer.
Sany America Inc. v. G.W. Van Keppel Co., No. 1:23-cv-03532, 2025 WL 729200 (N.D. Ga. Mar. 6, 2025)
The manufacturer and dealer entered into a settlement agreement setting annual market share minimums. The dealer failed to meet market share minimums for three years; the manufacturer terminated the relationship after year three and then sued the dealer for breach of contract on the missed minimums. The dealer countersued under the Arkansas Franchise Practices Act (the “AFPA”), claiming that the manufacturer did not have good cause to terminate and did not provide proper notice and an opportunity to cure.
The court found good cause to terminate in view of the missed minimums but held on summary judgment that issues of fact remained on notice and opportunity to cure. The manufacturer argued that only 10 days’ notice was required under the AFPA because the dealer experienced “repeated deficiencies” within a year, but the court found that was not possible because the minimums were annual requirements that could in theory be met in just one large sales month.
The dealer claimed waiver of the annual minimums for a damages claim because the manufacturer allowed the dealer to continue performance rather than terminate. The court found waiver to be a fact issue, noting that the manufacturer i) did not seek termination in the first two years the dealer missed minimums; ii) worked with the dealer to improve performance; and iii) acknowledged in an email that the parties would either improve together or part ways, suggesting that the manufacturer did not intend to seek damages.
McCormick v. Merlo S.p.A. Industria Metalmeccanica, 2025 WL 1927642 (W.D. Mich. July 3, 2025)
Plaintiff was a sales representative for a third-party entity, AMR, which was a dealer of Merlo’s telehandlers. Merlo, after terminating its distribution agreement with AMR, offered to make “spot sales” to the plaintiff while Merlo got their new Merlo America entity operational. About a month later, Merlo informed the plaintiff that it would be working directly with dealers in the U.S. and would not work with the plaintiff. Plaintiff sued for violations of the Michigan Farm and Utility Equipment Act (the “MFUEA”) and for tortious interference, which were dismissed at the pleading stage.
According to the court, the MFUEA requires a contractual relationship with a dealer and a supplier, and the plaintiff’s complaint did not allege the existence of a qualifying contract. The representative agreement was not between the plaintiff and Merlo; it was between the plaintiff and AMR. AMR did not assign, and Merlo did not assume, the representative agreement; nor did Merlo become AMR’s successor in interest to the representative agreement. But even assuming there was a contract, plaintiff’s complaint did not allege that it was a dealer under the MFUEA.
Plaintiff’s tortious interference claim also failed because under Michigan law, a plaintiff must allege illegal, unethical, or fraudulent conduct. Merlo asked the plaintiff for information about its dealer network, and the plaintiff voluntarily supplied that information. But aside from claiming Merlo strung the plaintiff along, the court stated, “It is not clear why Plaintiffs [took] the position that it would be illegal, unethical, or fraudulent for [Merlo] to take that information to work directly with the dealer network, instead of using plaintiff as a middleman.”
Howard P. Fairfield LLC v. Cives Corp., 2025 WL 2331398 (Conn. Super. Ct. Aug. 5, 2025)
Plaintiff Howard P. Fairfield LLC (“HPF”) sold snow and ice removal products manufactured by defendant pursuant to an oral contract. HPF also sold products manufactured by other companies and promoted other companies’ products. The defendant manufacturer planned to open a store in Connecticut but told HPF in an email that terminating its relationship with HPF had not been discussed and everything was “business as usual.” A few months later, two HPF employees left to work for the defendant, worried about the future of the company after a reduction in force at HPF. After hiring these employees, the defendant terminated its oral contract with HPF.
HPF alleged that the defendant violated the Connecticut Unfair Trade Practices Act (“CUTPA”) and tortiously interfered with HPF’s business relationships by (1) misrepresenting in its email that it would continue to provide HPF with products and (2) by hiring two key HPF employees and using HPF’s confidential information to take customers from HPF. The manufacturer asserted counterclaims for breach of the implied covenant of good faith and fair dealing and the CUTPA based on HPF promoting other manufacturers’ products, arguing that the oral contract required HPF to promote the defendant’s products.
After a bench trial, the court ruled that no statute, regulation, or contractual provision required the defendant to inform HPF that it was going to terminate its business with HPF. The court also found that HPA failed to prove it suffered any ascertainable loss caused by the manufacturer.
With respect to defendant’s counterclaims, the court ruled that both claims failed because defendant did not establish that there was any provision in the oral contract preventing HPF from selling other manufacturers’ products, requiring HPF to sell defendant’s products exclusively, or requiring a certain sales volume. Without such a contractual provision, HPF could not have breached the implied covenant of good faith and fair dealing. Likewise, the defendant did not prevail on its CUTPA bad faith breach of contract claim because there was no contractual provision requiring HPF to promote the defendant’s products or prohibiting HPF from selling other manufacturers’ products.
Good Faith & Fair Dealing – Exclusive Territory
Biersch, Inc. v. Premiere Ag Mfg., LLC, 2025 WL 2887269 (N.D. Iowa May 28, 2025)
The manufacturer sued the distributor for breaching its obligation to sell the manufacturer’s products and breaching its duty of good faith and fair dealing. The court observed that the distributor reduced its purchases of the manufacturer’s products, and because the territory was exclusive, that meant that neither the manufacturer nor any other distributor could sell in that territory. On a motion for preliminary injunction, the court held that there was a strong likelihood that the distributor breached its duty of good faith and fair dealing (injunction ultimately denied for failure to prove irreparable harm).
Venue Provision – Enforceability Under Dealer Protection Law
Belkorp AG, LLC v. Venture Prods., Inc., No. 1:23-cv-00762, 2025 WL 916882 (N.D. Cal. Mar. 26, 2025)
A California dealer sued the manufacturer in California federal court for wrongful termination, asserting claims under the California Fair Practices of Equipment, Distributors, Wholesalers, and Dealers Act (“CEDA”). The manufacturer, relying on a dealer agreement venue clause, moved to transfer venue to Ohio. The dealer argued that the venue clause was unenforceable because the dealer agreement was a take-it-or-leave-it offer and because CEDA provides that an out-of-state venue provision is void. The court rejected both arguments. On the first argument, the court held that a power imbalance alone is not enough to void a venue clause. On the CEDA argument, the court held that the venue prohibition was not enforceable in federal court because there was not a strong California public policy requiring venue in California.
