Coca-Cola Bottling Co. of Elizabethtown, Inc. v. The Coca-Cola Co.

The Coca-Cola Company (Coca-Cola) (defendant) entered into contracts with several bottlers, including the Coca-Cola Bottling Co. of Elizabethtown, Inc. (collectively, the bottlers) (plaintiffs) in 1899. Following a dispute between Coca-Cola and the bottlers, the contracts were modified by a consent decree. The consent decree provided that Coca-Cola was required to provide the bottlers with a high-grade standard Bottlers Coca-Cola Syrup containing at least 5.32 pounds of sugar per gallon of syrup. The consent decree based the cost of the bottling syrup on a fixed amount (not percentage based) above the market price of refined granulated cane or beet sugar. Over the years, Coca-Cola developed a new bottling syrup using high-fructose corn syrup (HFCS). Beginning in 1978, Coca Cola provided the HFCS bottling syrup to bottling companies that accepted amendments to their contracts. The bottlers in this case did not accept the amendments and, therefore, continued to receive sucrose-based bottling syrup as provided in the 1921 consent decree. The bottlers wanted HFCS, and they filed suit against Coca-Cola seeking reformation of their contracts with Coca-Cola. The bottlers argued that the contracts and consent decree should be interpreted to include HFCS bottling syrup because it was now the standard bottling syrup. The trial court declined to reform the contract and consent decree, and the bottlers appealed.