Pinnacle Imports, LLC v. Share A Splash Wine Co., LLC

United States Court of Appeals
For the Eighth Circuit
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No. 24-1192
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Pinnacle Imports, LLC
Plaintiff - Appellant
v.
Share A Splash Wine Co., LLC
Defendant - Appellee
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Appeal from United States District Court
for the Eastern District of Missouri - St. Louis
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Submitted: January 16, 2025
Filed: May 8, 2025
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Before GRASZ, STRAS, and KOBES, Circuit Judges.
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KOBES, Circuit Judge.
Pinnacle Imports, LLC is a Missouri liquor distributor that made an oral
agreement with California-based wine supplier Share A Splash Wine Co., LLC in
2013. Pinnacle president Paul William Kniep testified that Splash appointed it as its
exclusive distributor for Missouri, with Pinnacle promising to make “all good faith
efforts to sell the most wine that [could] be sold for [Splash’s] brand[s] in the State
of Missouri.”

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Pinnacle distributed Splash’s wines from its Overland headquarters and its
Kansas City warehouse. Under Missouri law, it is illegal for distributors to sell
directly to the public, see Mo. Rev. Stat. § 311.180, so Pinnacle typically went to its
retail clientele—restaurants, private clubs, and independent retailers—to promote
Splash’s wine. Kniep explained that sales representatives’ work generally entailed
visits “with various clients presenting Pinnacle products” which was “done face-to-
face, pouring samples.” But he said that Pinnacle occasionally hosted customers at
its Overland facility.
Splash sent Pinnacle a notice of termination in March 2021 to be effective that
June, telling Pinnacle that it was going to pull its products from the Missouri market.
But Splash instead appointed a competitor to sell its products in Missouri.
Pinnacle sued, alleging Splash violated the Missouri Franchise Act when it
terminated their agreement without good cause, Mo. Rev. Stat. § 407.413(2). To
win, Pinnacle must first prove that its relationship with Splash was a “franchise,”
meaning a written or oral arrangement, “in which a person grants to another person
a license to use a trade name, trademark, service mark, or related characteristic, and
in which there is a community of interest in the marketing of goods or services.” Id.
§ 407.400(1); see Mo. Bev. Co. v. Shelton Bros., 669 F.3d 873, 877 (8th Cir. 2012).
“[A] commercial relationship” is not a franchise if it “does not contemplate the
establishment or maintenance of a place of business within the state of Missouri.”
Mo. Rev. Stat. § 407.400(1). The term “place of business” is defined as “a fixed,
geographical location at which goods, products or services are displayed or
demonstrated for sale.” Id.
The district court granted summary judgment in favor of Splash, holding that
there was no franchise because Pinnacle did not have a “place of business” as defined
by the Act. Specifically, the district court found that Pinnacle had not “displayed or
demonstrated for sale” Splash’s wines at either of its Missouri locations because its
“regular course of business was to go to the customer rather than displaying the

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products for the customers to see.” Reviewing de novo, we reverse. See Mo. Bev.
Co., 669 F.3d at 876.
The Act doesn’t define the terms “displayed or demonstrated,” so we give the
words “their plain and ordinary meaning[s] as derived from the dictionary.” State v.
Heathcock, 708 S.W.3d 163, 167 (Mo. banc. 2025) (citation omitted). Merriam-
Webster defines “display” as “to put or spread before the view” and “demonstrate”
to include “show[ing] or prov[ing] the value or efficiency of [something] to a
prospective buyer.” Merriam-Webster’s Collegiate Dictionary 335, 308 (10th ed.
1993); see American Heritage College Dictionary 400, 370 (3d ed. 1997) (defining
“display” as “[t]o present or hold up to view” and “demonstrate” to include
“show[ing] the use of (an article) to a prospective buyer”).
There is a genuine dispute whether Pinnacle “demonstrated” goods for sale at
its Overland facility. See Fed. R. Civ. P. 56(a); Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 249–50 (1986). Although “the vast majority of [Pinnacle’s] work is going
to [its] customers,” Kniep testified at his deposition that:
Now, have there ever been times when we’ve had a customer come to
our conference room and do what we call a warehouse kick the boxes
tour, where they go through and choose some wines that they’ve not
seen before that look compelling to them, that happens once in a very
great while.
In a later affidavit, Kniep further explained that “Pinnacle occasionally hosted
current or potential account representatives at its Overland facility for tastings and
viewings of certain products, including . . . one or more of the Splash Brands.”1
1 We disagree with the district court’s decision to exclude Kniep’s affidavit as
a sham. The affidavit did not contradict his testimony or create a dispute of fact
where none existed before. See Button v. Dakota, Minn. & E. R.R. Corp., 963 F.3d
824, 830 (8th Cir. 2020) (“An affidavit is a sham affidavit if it contradicts prior
testimony or is a sudden and unexplained revision of testimony that creates an issue

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That’s enough evidence to create a factual dispute over whether Pinnacle had
“show[ed] or prove[d] the value” of Splash’s wines to Pinnacle’s customers.
The district court seemed to require that any displays or demonstrations be in
“the regular course of business,” but the statute does not say that. Pinnacle just had
to present evidence that it “displayed or demonstrated [Splash’s wines] for sale.”
Reversed and remanded for further proceedings.
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of fact where none existed before.” (cleaned up) (citation omitted)). So it wasn’t a
sham, and we consider it on appeal.

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