
USCA1 Opinion

	




          May 9, 1994       UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                     ____________          No. 93-2089                             VULCAN TOOLS OF PUERTO RICO,                                Plaintiff, Appellant,                                          v.                                  MAKITA USA, INC.,                                 Defendant, Appellee.                                     ____________                                     ERRATA SHEET               The opinion of this court issued  on May 4, 1994, is amended          as follows:               Page  4, lines  6-7:   Delete "Because  Makita's motion  for          summary judgment was not filed until August 3, 1993,"                            UNITED STATES COURT OF APPEALS                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                FOR THE FIRST CIRCUIT                                 ____________________        No. 93-2089                             VULCAN TOOLS OF PUERTO RICO,                                Plaintiff, Appellant,                                          v.                                  MAKITA USA, INC.,                                 Defendant, Appellee.                                 ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF PUERTO RICO                    [Hon. Raymond L. Acosta, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                                 Selya, Circuit Judge,                                        _____________                            Bownes, Senior Circuit Judge,                                    ____________________                              and Stahl, Circuit Judge.                                         _____________                                 ____________________            Wilfredo A.  G igel, with whom Law  Offices of  Wilfredo A. G igel            ___________________            ___________________________________        was on brief for appellant.            Arturo  J.  Garcia-Sola,  with  whom  Manuel  Fernandez-Bared  and            _______________________               _______________________        McConnell, Valdes were on brief for appellee.        _________________                                 ____________________                                     May 4, 1994                                 ____________________                      BOWNES, Senior Circuit  Judge.   Does the  Dealers'                      BOWNES, Senior Circuit  Judge.                              _____________________            Act of Puerto Rico, Act  75 of June 24, 1964, P.R.  Laws Ann.            tit. 10,     278-278d (1976  & Supp.  1989) ("Law 75"  or the            "Act"), come  into play where the sales  or market share of a            non-exclusive   distributor   decline   after  its   supplier            establishes  additional  non-exclusive  distributors for  its            products  in Puerto Rico?  Because we answer this question in            the negative, we affirm the district court's grant of summary            judgment for the defendant.                                          I.                                          I.                                      BACKGROUND                                      BACKGROUND                                      __________                      The  following facts  are  undisputed.   Plaintiff-            appellant,  Vulcan  Tools of  Puerto  Rico,  Inc., sells  and            services  power tools  manufactured  by  a Japanese  company,            Makita Corp.   Vulcan  has distributed Makita  products since            May 1983,  when it entered into  a non-exclusive distribution            contract   with   defendant-appellee,  Makita   U.S.A.,  Inc.            ("Makita"), a subsidiary of its Japanese parent.                      At   the   time  Vulcan   became   a  non-exclusive            distributor for  Makita, the  latter already had  three other            non-exclusive distributors operating in Puerto Rico.  In 1988            Makita appointed  a sales  representative in Puerto  Rico and            authorized      thirty-four     additional      non-exclusive            distributorships on the island.  Vulcan continued to sell and            service Makita tools.   While the sale of Makita  products in                                         -2-                                          2            Puerto Rico has more than tripled  since 1988, Vulcan's total            sales of the same and its market share have fallen.                      In February  1989 Vulcan  filed this action  in the            United States District Court for the District of Puerto  Rico            alleging that Makita had  impaired the existing  relationship            between the  parties without just  cause in violation  of Law            75.   The district court granted summary judgment in favor of            Makita.  This appeal ensued.                                         II.                                         II.                                      DISCUSSION                                      DISCUSSION                                      __________                      On appeal Vulcan argues (1) that the district court            abused  its discretion  in entertaining  Makita's  motion for            summary  judgment,   and  (2)   that  summary   judgment  was            improvidently  granted  because  whether  Makita's  hiring of            thirty-four additional  distributors in Puerto  Rico impaired            Makita's  established relationship with  Vulcan is a disputed            question of material fact.1                                            ____________________            1.    In  the  complaint,  Vulcan  also  alleged that  Makita            violated Law 75  by (1) appointing a sales  representative in            Puerto Rico and (2) allowing the importation into Puerto Rico            of Makita power  tools  that did not   meet the  requirements            of the Occupational Safety and  Health Act ("OSHA").   Vulcan            did not, with  respect to the  former claim, contest  summary            judgment below, and has  not pressed either of the  claims on            this court.   Consequently, they have been  waived on appeal.            Gamma Audio &  Video, Inc.  v. Ean-Chea, 11  F.3d 1106,  1113            __________________________     ________            (1st  Cir. 1993) (issues that  surface for the  first time on            appeal  or are raised in  a perfunctory manner  on appeal are            deemed waived).                                         -3-                                          3            A.  Timeliness of Makita's Summary Judgment Motion            A.  Timeliness of Makita's Summary Judgment Motion                ______________________________________________                      On  November 4, 1991  the Magistrate Judge assigned            to the case issued a "Final Pretrial Conference Report" which            established  December 15,  1991  as the  date for  completing            outstanding discovery,  and December  30 as the  deadline for            filing dispositive motions.  Vulcan argues on appeal the same            argument rejected  below:   that because Makita's  motion for            summary judgment  was  not filed  until August  3, 1993,  the            motion was untimely, and  the district court was barred  from            considering it under Fed. R. Civ. P. 16(b) and 16(e).2                      Because trial  judges must  be able to  control the            management  of  their cases,  we  review  a district  court's            decision to modify a pretrial scheduling order under an abuse            of discretion standard.  See Anda v. Ralston Purina, Co., 959                                     ___ ____    ___________________            F.2d 1149, 1155 (1st Cir. 1992); In re San Juan  Dupont Plaza                                             ____________________________            Hotel  Fire Litigation, 859 F.2d  1007, 1020 (1st Cir. 1988);            ______________________            see  also Ramirez Pomales v. Becton Dickinson & Co., 839 F.2d            ___  ____ _______________    ______________________            1, 3 (1st Cir. 1988) (decision to modify a pretrial order  is            subject to the trial court's discretion).  Moreover, pretrial            orders  are to be  liberally construed, James  W.M. Moore, et                                            ____________________            2.  Rule 16(b) instructs district courts to enter  scheduling            orders  limiting the time  to, inter  alia, file  motions and                                           _____  ____            complete discovery.  Under this rule, "[a] schedule shall not            be modified except upon  a showing of good cause and by leave            of the district judge or, when authorized by local rule, by a            magistrate judge."   Rule 16(e) provides,  in pertinent part,            that  once a  pretrial  order is  entered,  it "controls  the            subsequent  course  of  the  action,  unless  modified  by  a            subsequent order."                                         -4-                                          4            al.,  Moore's  Federal Practice,    16.19,  at 16-90  (2d ed.                  _________________________            1993) (citing cases).  Thus we are loathe to upset a district            court's  interpretation  of  its  own order.    See  Martha's                                                            ___  ________            Vineyard  Scuba HQ.  v. Unidentified  Vessel, 833  F.2d 1059,            ___________________     ____________________            1066-67  (1st  Cir.  1987) (citing  cases)  (recognizing "the            special  role played by the writing  judge in elucidating the            meaning and intendment of an order which he authored").                      The district court determined that the deadline for            filing  dispositive motions  established in  the magistrate's            order was vacated by  a subsequent order issued by  the court            in which no such  deadline was set, and that  Makita's motion            was therefore not  untimely.   The sequence of  events is  as            follows.   In  March 1992 Vulcan  moved to have  a trial date            set.   Makita objected on  the ground  that the case  was not            ready for trial, in part, because Vulcan had not responded to            various document  requests  and the  deposition  of  Vulcan's            President, Joseph Fayer, had not yet concluded.  On April 27,            1992, in response to  Makita's objections, the district court            granted   Vulcan   additional  time   to   produce  specified            documents, set  deadlines  for various  depositions,  ordered            that discovery  be completed by  June 30, 1992,  and referred            the  case to  the  magistrate  judge  for the  scheduling  of            another  pretrial conference.   The court  further instructed            the  parties  to submit  a  revised  proposed final  pretrial            order.                                         -5-                                          5                      The  parties  submitted a  proposed  final pretrial            order in August  1992, which  was approved by  the court  six            days later.  Neither that order nor the April 27 order, set a            deadline for filing dispositive  motions.  The district court            viewed  its decision  to  reopen discovery  as vitiating  the            existing  deadline for  the  filing  of dispositive  motions.            Vulcan Tools of Puerto Rico, Inc. v. Makita U.S.A., Inc., No.            _________________________________    ___________________            89-148, slip op. at  6 (D.P.R. Sept. 1,  1993).  Because  the            original cut-off  date  for filing  dispositive motions  fell            after the  original discovery deadline,  the court's  finding            that  a change in the latter necessarily abolished the former            is  eminently reasonable.  While  it is true  that Makita did            not specifically request  an extension of  time for filing  a            motion for  summary judgment, the court  could have concluded            that the  "good cause" Makita demonstrated  for extending the            discovery  deadline  was  also  good cause  for  lifting  the            deadline for filing dispositive motions.  We find no abuse of            discretion in  the  court's  decision  to  consider  Makita's            motion for summary judgment.            B.  Law 75            B.  Law 75                ______                      We  now  turn  to  the principal  issue  raised  on            appeal.      Vulcan   argues   that  summary   judgment   was            inappropriate because whether Makita's appointment of thirty-            four additional  distributors caused a  "detriment" to Vulcan            (i.e., the  subsequent decline  in Vulcan's sales  and market             ____                                         -6-                                          6            share with respect to Makita products), is a question of fact            for the  jury.   Vulcan apparently concedes  that, under  the            parties'  contract, Makita  was  entitled to  name additional            non-exclusive  distributors at  will, so long  as it  did not            violate Law 75.                      We say  "apparently," because  Vulcan has  sent out            mixed messages.   Although it has  made the above  concession            both  in  its brief,  Appellant's Brief  at  21, and  in oral                                  _________________            argument, at  times  during oral  argument Vulcan  maintained            that, as part of its distribution  contract, Makita agreed to            limit the  number of  Makita distributors in  Puerto Rico  to            three.   Even if this argument has been properly preserved by            Vulcan, it is without merit.                      The terms of Vulcan's non-exclusive distributorship            are set forth  in a May  26, 1993 letter from  Carl Schwinne,            Makita's  marketing  manager,   to  Joseph  Fayer,   Vulcan's            president.  The letter states:   "This letter will  summarize            our  phone  conversation   today  regarding  a  non-exclusive            distributorship for Makita power tools in  Puerto Rico."  The            letter also  contains information  about Makita's  tool order            program,   payment   terms,   stock   adjustments,   Makita's            advertising  program,  and warranty  repairs.    Vulcan never            objected to the  contractual terms  set forth in  the May  26            letter.   Vulcan's argument that  Makita agreed  not to  have            more than three other distributors in Puerto Rico is based on                                         -7-                                          7            a  conversation that took place  on May 18  between Fayer and            Frank  Isaacs,  then Makita's  regional  sales  manager.   As            evidence   of  such   limitations,  Vulcan   offered  Isaacs'            deposition, at which Isaacs testified as follows:                      Q.   All right.  Getting back to the                           agreement  with Vulcan,  as for                           the    setting   up    of   the                           distributorship,  did   you  or                           anyone at Makita,  to the  best                           of    your     knowledge    and                           recollection, ever  indicate to                           Mr.  Fayer  that  Makita  would                           operate  through  only  two  or                           three   distributors   in   the                           market.                      A.   Yes.   I  stated that  right up                           front that we  -- on our  visit                           to him  -- went and  said these                           are the people -- These are the                           channels  of  distribution that                           we're  looking  at.   These are                           the  distributors   that  we're                           going   to   try  to   sell  to                           accomplish  our   objective  in                           this  market, and if  -- and we                           told this to each one.   If you                           support our  programs, grow our                           business here, in an acceptable                           rate,  whatever that  might be,                           then we see no reason to pursue                           any other distributors in these                           channels.                      Q.   At that time they didn't  see a                           need for that?                      A.   That's right.                      Q.   But that could change?                      A.   Sure it can.                      Q.   And the company wanted  to make                           sure that it retained the right                                         -8-                                          8                           to    name    others,     other                           distributors?                      A.   Sure.  You  always retain  that                           right, but if  you change  your                           strategy  in  the  marketplace,                           you    need    to   let    your                           distributors know what that is.            Isaacs' Deposition at 71-72.                      The  law  of Puerto  Rico  is  clear  that no  oral            extrinsic evidence may be admitted to add to, alter or modify            a written agreement except when fraud or surprise is alleged.            P.R.  Laws Ann.  tit. 32,  App. IV,  R. 69(B)  (1983) (Parole            Evidence Rule).3   When an  agreement leaves no  doubt as  to            the  intention of the parties, a court should not look beyond            the literal terms of the contract.  Marina Ind. Inc. v. Brown                                                ________________    _____            Boveri  Corp.,   114  P.R.  Dec.  64,   72  (1983)  (Official            _____________            Translation); Catullo  v. Metzner,  834 F.2d 1075,  1079 (1st                          _______     _______            Cir.  1987).  This principle  is embodied in  Article 1233 of            the Puerto  Rico Civil  Code, which  applies to  the contract                                            ____________________            3.  We have recognized that,                      [i]n spite of  the general  applicability                      of  the  Federal  Rules  of  Evidence  to                      diversity actions, it is  well recognized                      that Congress did not intend the rules to                      preempt  so-called   "substantive"  state                      rules  of  evidence  such  as  the parole                      evidence  rule  . .  .  .   Although  the                      application  of  these rules  will affect                      the  admissibility  of certain  evidence,                      they in reality  serve substantive  state                      policies regulating private transactions.            McInnis v. A.M.F., Inc., 765 F.2d 240, 245 (1st Cir. 1985).            _______    ____________                                         -9-                                          9            between Vulcan  and Makita4 and determines  how courts should            interpret a  contract  where there  is  a conflict  over  its            meaning:                      If the terms of  a contract are clear and                      leave no doubt  as to  the intentions  of                      the  contracting   parties,  the  literal                      sense  of  its   stipulations  shall   be                      observed.   If  the  words should  appear                      contrary to the evident intention  of the                      contracting parties,  the intention shall                      prevail.            P.R. Laws  Ann. tit. 31,    3741  (1990).  "For  Article 1233            purposes,   a  term   is  considered   `clear'  when   it  is            sufficiently lucid  to be  understood to have  one particular            meaning, without room  for doubt."  Hopgood v. Merrill Lynch,                                                _______    ______________            Pierce,  Fenner & Smith, 839  F. Supp. 98,  104 (D.P.R. 1993)            _______________________            (citations omitted).  If the meaning of a contract's terms is            sufficiently clear, "the court  cannot dwell on the `alleged'            intent  of  the parties  at the  time  they entered  into the            contract."  Id.                        ___                      There is  no doubt  that  the meaning  of the  word            "non-exclusive," used in the  letter of May 26, is  clear and            unambiguous.     Makita  named   Vulcan  as  a  non-exclusive                                            ____________________            4.  The contract  between Vulcan  and Makita is  a commercial            contract, and is thereby regulated by the relevant provisions            of the  Commerce Code of Puerto Rico, P.R. Laws Ann. tit. 10,                1301-1314  (1976).   Where,  as  is  the  case here,  the            Commerce  Code does not provide the solution to a question of            contractual interpretation,  courts  must look  to the  Civil            Code and the common law to fill the gaps.  See P.R. Laws Ann.                                                       ___            tit.  10,    1301 (1976);  General  Office Products  Corp. v.                                       _______________________________            Gussco Mfg., Inc., 666 F. Supp. 328, 331 (D.P.R. 1987).            _________________                                         -10-                                          10            distributor, and thereby expressly retained the right to name            additional  non-exclusive  distributors  at  its  discretion.            Therefore,  we  need  not  dwell on  the  import  of  Isaacs'            testimony, and the  alleged promise by  Makita that it  would            limit its distributors in Puerto Rico  to three.  We move  on            and address Law 75 directly.                      On  June 24,  1964, Law  75 became  effective.   It            prohibited "the termination  by the  principal . .  . of  the            relationship derived from a  dealer's contract or the refusal            to renew said contract  on its normal expiration,  except for            just cause,  this, notwithstanding the existence  of a clause            in the contract reserving to the parties the unilateral right            to  terminate the  existing  relationship."   United  Medical                                                          _______________            Equipment Corp. v. S.  Blickman, Inc., 260 F. Supp.  912, 913            _______________    __________________            (D.P.R.  1966); see  P.R. Laws  Ann. tit.  10,    278a (1964)                            ___            (amended 1966).  Law 75 was  enacted in order to protect  the            interests of commercial distributors operating in Puerto Rico            "from the harm caused  when a supplier arbitrarily terminates            a  distributorship once  the dealer  has created  a favorable            market  for the  supplier's product."    R.W. Int'l  Corp. v.                                                     _________________            Welch  Food, Inc., 13 F.3d 478, 482 (1st Cir. 1994); see also            _________________                                    ___ ____            Medina & Medina v.  Country Pride Foods, Ltd., 858  F.2d 817,            _______________     _________________________            820 (1st Cir. 1988)  (reproduction of official translation of            Puerto  Rico   Supreme  Court's  response   to  certification            question, 122 P.R.  Dec. 172 (1988));  Warner Lambert Co.  v.                                                   __________________                                         -11-                                          11            Superior  Court  of Puerto  Rico,  101 P.R.  Dec.  378 (1973)            ________________________________            (Official Translation).                      The statement  of motives  behind Law 75  issued by            thePuerto RicoHouse Committeeon Commerceand Industryis clear:                           The  Commonwealth   of  Puerto  Rico                      cannot remain indifferent to  the growing                      number  of cases  in  which domestic  and                      foreign enterprises,  without just cause,                      eliminate their dealers .  . . or without                      fully eliminating  them, such enterprises                      gradually reduce and impair the extent of                      their        previously       established                      relationships,  as  soon  as  these  have                      created  a  favorable market  and without                      taking  into   account  their  legitimate                      interests.            Statement of Motives of Act 75, 1964 P.R. Laws, 4th Reg.Sess.            231.    Because the  legislature  of  Puerto Rico  considered            traditional  principles  of   contract  law  insufficient  to            protect  the rights of dealers, it passed Law 75 to safeguard            these rights  and stabilize dealership relationships.  Medina                                                                   ______            & Medina, 858 F.2d at 820.            ________                      In 1966, the Dealers'  Act was amended, and assumed            its present form:                      Notwithstanding   the   existence  in   a                      dealer's contract of  a clause  reserving                      to  the parties  the unilateral  right to                      terminate  the existing  relationship, no                      principal or grantor  may terminate  said                      relationship  or  directly or  indirectly                                    ___________________________                      carry  out  any  act detrimental  to  the                      _________________________________________                      existing relationship or refuse  to renew                      _____________________                      said contract on  its normal  expiration,                      except for just cause.                                         -12-                                          12            P.R.  Laws Ann.  tit.  10,    278a  (1976).   The  underlined            language  was added by the amendment.  The 1966 amendment was            intended  to  cover cases  where  the  principal impairs  the            distributor's  contractually acquired rights.  General Office                                                           ______________            Products v. Gussco, 666 F. Supp. at 331 ("Gussco") (citing W.            ________    ______                        ______            Colon  & R. Colon, El  Contrato de Distribucion  o de Agencia                               __________________________________________            Comercial, 27 Revista de  Derecho Puertorriqueno 225 (1968)).            _________            Gussco  involved a claim under Law 75 by the exclusive Puerto            ______            Rico  distributor of  its  supplier's office  products.   The            plaintiff alleged that  its supplier violated  Law 75 by  its            passivity   in  the  face  of  a  decision  by  a  state-side            distributor  to enter  the Puerto  Rican market.   The  court            found  "that the  1966  amendment  adding the  impairment-of-            contract  cause  of action  [covers]  this  type of  parallel            market  distributorship  in  contravention of  a  voluntarily            established exclusive contract."   Id.; see also A. Estrella,                                               ___  ___ ____            The  Dealer's  Contractual  or   Commercial  Distributorship:            _____________________________________________________________            Nature of  the Relationship, Termination of  the Contract, 31            _________________________________________________________            Revista de Colegio de Abogados de Puerto Rico 241, 251 (1967)            (a  distributor has a  cause of action under  Law 75 when its            supplier establishes additional distribution  contracts after            having entered  into an exclusive one) (cited  in Gussco, 666                                                              ______            F.  Supp.  at  333).   We  must  determine  whether the  1966            amendment covers Vulcan's claim.                                         -13-                                          13                      In  order  to  focus  our  inquiry,  we  illustrate            Vulcan's argument  with the following syllogism:   (1) Makita            established  additional   non-exclusive  distributorships  in            Puerto Rico; (2) subsequently  Vulcan's sales of Makita tools            and its share of the Makita market fell; therefore (3) Vulcan            is entitled to a  jury trial to determine whether  (1) caused            (2).  This argument is premised upon Vulcan's assumption that            if  (1) caused (2), then there has  been a "detriment" to the            parties'  "established relationship,"  and  Makita is  liable            under  Law 75 absent a showing of just cause for its actions.            For  the reasons set  forth below, we  disagree with Vulcan's            assumption.                      It  is beyond cavil that non-exclusive distributors            are entitled to protection under Law  75.  J. Soler Motors v.                                                       _______________            Kaiser Jeep  Int'l, 108 P.R.  Dec. 134, 146  (1978) (Official            __________________            Translation).   It is equally true, however, that Law 75 does            not  operate to convert  non-exclusive distribution contracts            into exclusive  distribution contracts.   See Gussco,  666 F.                                                      ___ ______            Supp.  at  331  ("The law  imposes  no  prohibition upon  the            principle of selling or establishing parallel distributorship            agreements if he so reserves the right to do so.");  see also                                                                 ___ ____            Nike  Int'l, Ltd. v. Athletic Sales, Inc., 689 F. Supp. 1235,            _________________    ____________________            1238 (D.P.R.  1988) ("[T]he legislature [of  Puerto Rico] did            not intend that  Law 75 be a safe haven  for dealers to avoid                                         -14-                                          14            the express terms  of the contracts  to which they  willingly            subscribe.").                      The basic  flaw in Vulcan's  position emanates from            its  expansive  reading  of  the  phrase  "detriment  to  the            established  relationship."    According  to   Vulcan,  every            diminution  in  the  sales or  the  market  share  of a  non-            exclusive distributor attributable to  a business decision by            its  supplier  constitutes   such  a   "detriment,"  and   is            actionable   under  Law  75.     This  spin  on   Law  75  is            unprecedented, and wholly unsupported by any legal authority.            Not  only  would Vulcan's  interpretation  of  the Act  grant            virtual  monopoly  status  to  every  supplier's  first  non-            exclusive distributor  in Puerto  Rico, it  would effectively            prevent suppliers from raising prices, even when such a right            is secured by  contract, where  doing so would  cut into  the            distributor's  sales or  profits.   This view  of Law  75 has            already  been rejected by  the Supreme Court  of Puerto Rico.            See  J.   Soler  Motors,  108  P.R.  Dec.  at  150  (Official            ___  __________________            Translation) (manufacturer-imposed increase in price of motor            vehicles  does  not give  rise to  a  Law 75  violation where            manufacturer  reserved   right  to  do  so   in  distribution            agreement);  see  also  Medina  &  Medina,  858  F.2d  at 823                         ___  ____  _________________            (declining to  construe Law 75  in such a  way that  a dealer            could   govern   its   principal's  policies   resulting   in            principal's loss of legal and financial autonomy).                                         -15-                                          15                      As   we   explained    above,   the    "established            relationship" between dealer and  principal is bounded by the            distribution agreement,  and therefore the  Act only protects            against detriments to contractually acquired rights.  Gussco,                                                                  ______            666 F. Supp.  at 331.   The text of  Law 75 makes this  point            particularly  clear.    The   statutory  language  defines  a            "dealer's contract" subject to Law 75 as:                      A  relationship   established  between  a                      dealer and a principal  . . . whereby the                      former  actually  and  effectively  takes                      charge of the distribution of merchandise                      . . . on the market of Puerto Rico.            P.R. Laws Ann.  tit. 10,   278d (1976).   Consistent with our            reading  of  the Act  is  the  statutory presumption  that  a            principal has impaired the  existing relationship when, inter                                                                    _____            alia,  "the  principal  .  .  .  establishes  a  distribution            ____            relationship with one or more additional dealers for the area            of Puerto Rico or any part of said area in  conflict with the                                                    _____________________            contract existing between the parties."  P.R.  Laws Ann. tit.            ______________________________________            10,   278a-1(b)(2) (Supp. 1989) (emphasis added).                      The question whether there  has been a  "detriment"            to the  existing relationship between supplier  and dealer is            just  another way of asking whether the terms of the contract            existing between  the parties have been impaired.   Here, the            contractual  relationship between Vulcan  and Makita  was not            affected  by   Makita's  establishment  of   additional  non-            exclusive distributors for its products in Puerto Rico.  This                                         -16-                                          16            is because Makita, in its distribution agreement with Vulcan,            expressly  reserved  the right  to  add  distributors in  the            Puerto Rican market.  Where, as  is the case here, a dealer's            contractually acquired  rights have not been  impaired in any            way, Law 75 does not come into play.                      The judgment of the district court is Affirmed.                                                            Affirmed.                                                            _________                                         -17-                                          17
