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"For starters, any shortage of available remedies is a function of the agreement that Carolina Beverage itself negotiated; [when] two sophisticated and longstanding commercial businesses negotiate a contract, they are stuck with the terms of that contract," the justices said. "To the extent Carolina Beverage feels that the agreement is unconscionable, it had the right to raise that challenge but opted not to do so."

The panel also upheld the jury's verdict rejecting Carolina Beverage's concealment claim.

Carolina Beverage filed its complaint against Fiji in September 2019 after Fiji decided the previous year to directly distribute its products to retailers, gradually phasing out third-party distributors. By fall 2018, many of Carolina Beverage's retailers had switched to direct distribution with Fiji, which notified Carolina Beverage it would not renew their agreement after its expiration in January 2019.

The panel also declined Carolina Beverage's request for a new trial on the breach claims to pursue alternative damages, noting the plaintiff "intentionally presented the jury with a stark choice — award us the $2 million termination payment or award us nothing."

"Carolina Beverage is not entitled to revisit its strategy and obtain a second bite at the apple now that we have rejected as unviable the sole legal theory it decided to prosecute," the justices said.

The panel vacated the lower court's award of $4.3 million in attorney fees for the plaintiff and remanded the case for further proceedings regarding the fees.

In a statement, Fiji Water Co. LLC's general counsel, Craig Cooper, said the Court of Appeal affirmed that direct sales under its contract with Carolina Beverage Corp. were permissible and that Fiji Water acted within its legal rights.

"In fact, Carolina now owes Fiji Water for legal fees and costs," Cooper said. "The appellate court ruled that no constructive termination occurred as a matter of law and that Carolina could not claim the contract's termination fee as damages. If Carolina chooses to appeal to the California Supreme Court, we will continue to present our case and expect that court to also rule in our favor."

Representatives for the plaintiffs did not immediately respond to requests for comment Friday.

Justices Brian M. Hoffstadt, Judith Ashmann-Gerst, and Victoria M. Chavez sat on the panel for the Second District Court of Appeal.

Carolina Beverage Corp. and its co-plaintiffs are represented by David Allan Berkley, Ronald R. Davis, and Kristin Lee Probst of Womble Bond Dickinson (U.S.) LLP, and by Jan T. Chilton of Severson & Werson.