When bottles break in transit or on the production line, the resulting cracks often run deeper than glass—they cut straight through commercial relationships, landing suppliers and buyers in federal court. That’s what happened in MacH Flynt, Inc. v. Veritiv Operating Co., a case recently decided by the U.S. District Court for the Western District of Louisiana that should have every supplier, distributor, and beverage entrepreneur reading their Master Supply Agreements (MSAs) with a magnifying glass.

Here’s a look at what happened, what the court said, and—most importantly—what your company can do to avoid pouring its time and legal budget into a federal contract dispute.

Background: Broken Bottles and Broken Deals

Flynt, a Louisiana-based importer and wholesaler of spirits, entered into a Master Supply Agreement with Veritiv to purchase custom glass packaging—specifically, 1.75L bottles for Costco-branded spiced rum. The bottles were manufactured in China, shipped to Ohio for bottling, and allegedly broke down (literally and contractually) during that process.

Flynt claimed the bottles were riddled with defects—breakage, bore hole cracks, bubbles, split finishes, and thin glass—and rejected the entire lot. It sought a refund of over $366,000 and filed suit for breach of contract, breach of express warranty, and a declaratory judgment that the MSA was terminated.

Veritiv responded with a motion to dismiss or transfer, invoking a forum selection clause allegedly found in earlier purchase orders and on its website, claiming improper venue, insufficient pleadings, and a failure to join indispensable parties (including the Chinese manufacturer and the Ohio bottler).

The court denied the motion across the board—and its analysis carries important implications for anyone relying on standardized order terms or online “boilerplate” to define their legal obligations.

Integration by Merger—or Not: The Devil in the Contractual Details

One of the most important questions the court addressed—and the most instructive for beverage law practitioners—was whether a forum selection clause referenced in earlier purchase orders and Veritiv’s website terms was actually binding when a later Master Supply Agreement didn’t contain such a clause.

Veritiv argued that its standard terms, including the forum clause mandating litigation in Miami-Dade County, Florida, were incorporated into the MSA through prior POs and a so-called “Merger Clause.” But the court wasn’t convinced.

Here’s why:

  • The MSA contained an express “Entire Agreement” clause, stating that it “supersedes all prior or contemporaneous understandings” and may only be modified “by a writing signed by a duly authorized representative of each party.”
  • The MSA also contained a “No Other Terms” clause, stating that “no other general terms or conditions contained or referenced in any purchase order… shall be binding.”
  • And most critically, the MSA itself was silent on venue.

The court found that these clauses controlled. Even though earlier POs may have included a link to online terms, those terms were not integrated into the final, signed MSA. Nor were they incorporated by implication. As the court noted, “[w]e will not read a contract to render a provision or term meaningless or illusory”—and here, giving force to Veritiv’s forum clause would have nullified the explicit terms of the MSA disclaiming such external references.

This is textbook contra proferentem: ambiguous or conflicting terms are construed against the drafter—here, Veritiv.

What’s at Stake in Integration Clauses?

This is more than a procedural footnote. Whether or not earlier POs and website terms were validly incorporated into the parties’ operative agreement could have determined where this case was litigated—and whether Flynt’s claims could even survive at all.

Had the court accepted Veritiv’s interpretation:

  • The case might have been dismissed for improper venue (forcing Flynt to refile in Florida).
  • The dispute resolution procedures in the website terms (including limits on remedies) might have limited Flynt’s ability to recover.
  • A jury trial might have been waived.

That’s the power of integration and merger clauses. They’re not just throat-clearing boilerplate. They define what documents actually make up the agreement—and which don’t.

Court’s Rulings: No Dismissal, No Transfer, No Substitutes

The court also:

  • Rejected the argument that Flynt breached the MSA by failing to allow Veritiv to cure. It held that Flynt’s allegations—defects, rejection, and refund demand—stated a plausible claim.
  • Declined to dismiss for failure to join Meier’s (bottler), Costco (buyer), or Shandong (manufacturer), finding they weren’t required parties under Rule 19.
  • Found that venue in Louisiana was proper, since Flynt is headquartered there and the financial harm occurred there.
  • Refused to transfer the case to Ohio, finding no clear superiority in that venue under § 1404.

Lessons for Industry Players: How to Avoid Similar Disputes

  1. If you want your terms to apply, put them in the signed agreement. Don’t assume website links or boilerplate on purchase orders will carry the day against a negotiated MSA with clear exclusion language.
  2. Don’t rely on incorporation by reference unless it’s explicitly permitted. Integration and merger clauses are enforceable. If your agreement says “no external terms,” courts will mean it.
  3. Be wary of form agreements and layered documents. Multiple overlapping documents (MSAs, POs, website terms) create ambiguity. Clear hierarchy and explicit incorporation language help avoid disputes.
  4. Negotiate venue and jurisdiction clearly. If you want disputes heard in a certain place, say so—in the operative agreement, not on your website.
  5. Document negotiations carefully. In this case, Flynt preserved its position by annotating POs to reference “terms negotiated 10/30/2023”—a small but powerful marker.

Bottom Line

The MacH Flynt v. Veritiv case is a reminder that in the world of spirits and packaging, your contract is your lifeline. When disputes arise over defective goods, the courts will scrutinize every clause and every document to figure out who said what, when, and whether it really mattered.

If you’re a supplier or buyer in this industry, now is the time to review your MSAs, PO templates, and terms of sale to make sure they actually do what you think they do. Because once the bottles break, it might be too late.

The post When Bottles Break and Contracts Bend: Lessons from the MacH Flynt v. Veritiv Warranty Dispute appeared first on Libation Law Blog.