Strategy and Execution, Inc. v. Black Rifle Coffee Company, L.L.C.

San Antonio, Texas, commercial litigation lawyers represented the parties in a breach of contract dispute.



Plaintiff Strategy and Execution, Inc. sued Defendant-Appellee Black Rifle Coffee Company, L.L.C. for breach of a Consulting Agreement, claiming it is owed royalties for products manufactured after the Agreement's termination.



SEI "is a consumer product goods consultant.” Black Rifle "is a

roaster/manufacturer of various premium coffee blends.” On January 1,

2020, the two entered a Consulting Agreement with a four-year term—called

the "initial term” or "initial period”—during which the parties could

terminate only for cause. Once that initial term ended on January 1, 2024, the

parties could continue their relationship and terminate the Agreement upon

90 days' notice.



In the initial term, SEI was to handle broad aspects of Black Rifle's

business. In exchange, Black Rifle agreed to pay SEI $30,000/month, as well

as royalties on certain products. The royalty provision reads:



In addition to the monthly consulting fee, and specific to any

RTD [Ready to Drink] beverages, energy drinks, or energy

supplements developed and manufactured during the initial

term of this Agreement, [Black Rifle] shall pay [SEI] a royalty

of $.02 for each unit of product manufactured by any

manufacturing facility introduced to [Black Rifle] during the

initial term of this Agreement, or through [SEI's] direct efforts

thereafter. The royalty shall be paid to [SEI] within thirty (30)

days of receipt of the manufacturer's invoice by [Black Rifle].1



The Agreement's termination clause states termination "shall be without

prejudice to any right which shall have accrued to either Party hereunder

prior to such termination, including the right for [SEI] to receive post-

termination compensation, commissions or royalties where applicable.” Its

integration clause says the "Agreement constitutes the entire understanding

between the Parties . . . and supercedes [sic] all prior discussions,

negotiations, agreements and understandings.”

Motion to dismiss granted.



Affirmed