Village Takes Wakefern to Court Over Morton Williams Deal

“On May 2, 2025, the company (Village) filed a Verified Complaint for Declaratory and Injunctive Relief (the “Complaint”) in a matter captioned Village Super Market, Inc., et al. v. Wakefern Food Corp., et al. in the Superior Court of New Jersey, Chancery Division, Middlesex County (the “Chancery Court”). The company sought to enjoin the acquisition by Wakefern Food Corp. (“Wakefern”) of Morton Williams Supermarkets (the “Acquisition”) on the basis that the acquisition violates Wakefern’s governing documents, which it believes prohibits Wakefern from acquiring and operating a retail chain that competes directly with its members. It also challenged certain actions and inactions by Wakefern in connection with the Acquisition. Subsequently, the company filed an amended complaint in the Chancery Court on September 19, 2025 (the “Amended Complaint”) to include additional claims concerning Wakefern’s actions against the company that occurred in August 2025. The Acquisition closed on or about October 1, 2025 (it was announced on August 7 and completed on October 2). The company is in the process of evaluating its options for alternative relief with respect to Wakefern and the Acquisition. Wakefern and the other defendants have filed a motion to dismiss the Amended Complaint, which motion is pending. Notwithstanding the above, the Amended Complaint is pending resolution on the merits. In addition, there is currently a dispute that arose in August 2025 between the company and Wakefern related to certain trademark and other agreements between the parties, which dispute has delayed and may further delay the approval of new stores that the company has planned. To date, this dispute has not significantly impacted its operations or financial performance or significantly delayed the opening of any new stores. However, Wakefern has indicated that it could take additional actions against the company if the matter in controversy is not resolved. At this time, the company is unable to determine the probability of the outcome of these matters, or the range of reasonably possible loss, if any. The company is involved in other litigation incidental to the normal course of business. Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the company.”

Those are words contained in the December 4 10-Q filing from Village Super Market, Wakefern’s second largest (and only publicly-traded) member in which the Springfield, NJ-based merchant is clearly unhappy with the wholesale co-op’s purchase of the Manhattan-based independent this summer. Village is the only Wakefern member that operates stores in the wealthiest borough of NYC having entered the market in 2019 with the acquisition of three small specialty food Gourmet Garage units. In 2020, it added four Manhattan Fairway Markets to its portfolio. Fifteen of Morton Williams’ 17 supermarkets are located in Manhattan.

Neither side would comment publicly on the pending matter, but after being denied an injunction to block the purchase, Village’s amended complaint seems ambiguous and puzzling.

As for the initial charge that Wakefern’s “governing documents” would prohibit it from acquiring and operating a retail chain that competes directly with its members, that’s simply untrue. Between its corporately-owned ShopRite Supermarkets (SRS) subsidiary and its (mostly) corporately-owned Price Rice discount stores, there’s at least a half a dozen examples of member-owned stores competing directly with units owned by Mother Wakefern. 

Perhaps Village is ultimately angling for something beyond what’s stated in its complaint (a carve out of some Morton Williams stores?), but it seems clear at this point Wakefern that isn’t giving any ground and seeks to have the amended complaint dismissed.

You’ve got to wonder why Village has taken its grievance to this level? At this point, Village states that no financial harm has occurred because of the Morton Williams acquisition and “that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the company.”

Village is one of Wakefern’s most enduring members having joined the co-op in 1949, three years after Wakefern was founded. Members of the Sumas family, now in its third generation, have served on Wakefern’s board for nearly 50 years. 

It’s hard to believe that this dispute, as uncontained as it has become, won’t be resolved amicably. After all, both sides really do need each other.

The Giant Company, Giant Food Shuttering Fulfillment Facilities

Also overambitious over the past six years to develop independent online-driven fulfillment centers was Ahold Delhaize USA (ADUSA), which in recent times has already closed depots in Jersey City (Stop & Shop) and Hanover, MD (Giant Food) and acquired and quickly sold (at a significant loss) FreshDirect (that also included a 400,000 square foot fulfillment center in the Bronx, NY).

Now comes word that the Dutch-based retailer is cutting the cord on all six of its remaining segregated CFCs in Pennsylvania and Virginia. Of particular note is TGC’s 124,000 square foot automated facility in Southwest Philadelphia which opened in late 2021 at great cost and expectations to the Carlisle, PA-based regional chain.

Other smaller TGC Pennsylvania fulfillment centers in Willow Grove, Coopersburg, North Coventry and Lancaster will also be shuttered.

At Giant Food, the 82,000 square foot depot that opened in 2023 in Manassas, VA will also be closing shortly.

Both Giant Food and TGC will continue to operate these facilities into early next year, with most closures occurring by the end of the first quarter of 2026. ADUSA said “the difficult decisions to close these facilities were made after carefully considering customer trends and preferences for home delivery, where customers are increasingly expecting fast delivery, more assortment and delivery availability to meet their preferences.” It added that “over the past several years, Ahold Delhaize USA companies have transitioned to a local, store-first fulfillment network to offer greater customer availability at faster speeds. This strategy has been enabled by strong technology improvements and partnerships and team members who execute every day in stores.”

The big merchant which also features Stop & Shop, Hannaford and Food Lion in its brand portfolio, noted that grocery delivery continues to remain an integral part of its brands’ omnichannel growth strategies, which provide customers with the flexibility to shop both in-store or online, anytime they want.

“In addition to continuing to offer in-store fulfillment of customers’ e-commerce orders for both pick-up and delivery, Ahold Delhaize USA’s companies will continue relationships with third-party fulfillment partners like Instacart and DoorDash for delivery. Using this approach, each of the U.S. brands are best positioned to deliver on customers’ expectations for quick pick-up and delivery options, and, where possible, in as little as 30 minutes. While these decisions are right for the future of our businesses, we also realize they impact people. Each of the brands and support functions with affected associates have plans in place to care for associates during this time. Associates affected by these decisions will be offered other positions within their respective company or have the opportunity to apply for open roles.”

From the balance sheet, the closures will mean that Ahold Delhaize USA will take an estimated non-cash impairment charge of $35 million for the closures of TGC’s five facilities. With the Giant Food decision, Ahold Delhaize USA will take an estimated non-cash impairment charge of $15 million for the closure of the Manassas facility.

‘Round The Trade

Before Doug McMillon leaves his position as CEO of Walmart next month, here are a couple of other recent accomplishments. In Walmart’s third quarter, released last month, the company posted an impressive 5.4 percent increase in same stores sales at its U.S. stores, saw its global advertising revenue jump 53 percent while also experiencing a 27 percent gain in global e-commerce sales. In this current economy, those are indeed stellar numbers. 

And earlier this month, Walmart moved its stock listing to the Nasdaq market from the New York Stock Exchange. The “Bentonville Behemoth” (which will still trade under the symbol WMT) said the switch “aligns with our people-led, tech-powered approach to our long-term strategy.”

One company that can nearly match Walmart in productivity and financial success, albeit on a smaller scale, is Costco. The nation’s largest club store merchant reported that its Q1 overall sales jumped 8.2 percent to $65.9 billion, its U.S. comp store revenue increased 5.9 percent, and digital sales rose 20.5 percent. Additionally, earnings improved to $2 million from $1.8 million and membership fee income grew 14 percent.

With sales sluggish and consumers even more fearful of a continued worsening economy, the scrutiny of management becomes ever more pressurized, leading to swifter leadership changes. Here’s a list of some of the retailer CEO changes that have occurred during the past 12 months: Kroger (Rodney McMullen replaced by Ron Sargent on an interim basis); Albertsons (Vivek Sankaran replaced by Susan Morris; also chairman Jim Donald stepped down and was replaced by Kim Fennebresque); Aldi (Atty McGrath replaced Jason Hart as U.S. CEO); Food Lion (Greg Finchum replaced Meg Ham, who retired); Save A Lot (Bill Mayo replaced Fred Boehler); The Fresh Market (Brian Johnson replaced Jason Potter who departed to become CEO of Grocery Outlet replacing RJ Sheedy); Amazon Worldwide Grocery (promoted Jason Buechel from chief executive of its Whole Foods unit to become head of the company’s global food sales); Target (Michael Fiddelke will be replacing Brian Cornell in February) and finally the aforementioned John Furner-Doug McMillon transition…

Local Notes

The Giant Company, fresh on the heels of opening a beautiful new replacement store in Allentown, PA, announced that it will build a net new store in Glen Mills, PA which will be the ADUSA brand’s 11th supermarket in Delaware County. The “from the ground up” unit will serve the anchor of a new shopping center – The Shoppes at Concord – that will begin construction next year. When that store opens (likely in 2027) it will create quite the competitive battle with high volume Wegmans and Whole Foods already duking it out.

Kudos to David Zallie and his team on the opening of their newest ShopRite, an 85,000 square foot store in Clementon, NJ (Camden County) which replaces Zallie’s original South Jersey supermarket in nearby Laurel Hill. Next up for the upscale Wakefern operator is the expansion and remodeling of the ShopRite store in West Deptford, NJ (Gloucester County), which will be 132,000 square feet in size when the upgrade is completed (the existing 70,000 square foot store will remain open during the construction process). For the record, that store will become the largest ShopRite store in the chain, topping the Kinsley family ShopRite in Brodheadsville, PA (Monroe County) which measures about 100,000 square feet. 

Opening earlier this month, about six miles from that Zallie location, is the newest Aldi store in Deptford, NJ. The fastest growing grocery chain in the U.S. (by store count) also cut the ribbon on another new discount unit in New Freedom, PA (York County) last month.

99 Ranch Market, a subsidiary of Tawa Supermarkets., has opened a 12,000 square foot food hall in the basement of its sole NYC location in Flushing which opened in July. Utilizing independent vendors, “Eat Up” features about 20 food concepts. Alice Chen, CEO of Tawa, said the venue was created “as a gathering place, a home for anyone who wants to try something new, revisit a favorite flavor, or simply enjoy great food.” Ranch 99, based in Buena Park, CA, operates 65 stores in 11 states.

From the obit desk, passing away earlier this month was Raul Malo, 60, the founder of the great band the Mavericks. Malo, a first generation Cuban-American who was raised in Miami, combined an amazing voice (think Roy Orbison) with a unique sound (a hybrid of Latino and country) that produced hits such as “There Goes My Heart” and “O What A Thrill,” along with a Grammy award. The Mavericks were also one of the best live touring acts that I’ve seen over the past 20 years. If you’re not familiar with Malo’s booming voice or the band’s distinctive sound, I’d recommend The Mavericks’ third album “What A Crying Shame” as an example of their greatness.

Finally, one of my early guitar heroes has died. That would be Steve Cropper, 84, one of the original members of Booker T (Jones) & the M.G.’s, who also wrote many of R&B’s greatest hits. The M.G.’s essentially served as the house band for Memphis-based Stax Records and backed many of that label’s greatest artists including Otis Redding, Wilson Pickett and Isaac Hayes. Cropper also wrote or co-wrote such number one hits as “(Sittin’ On) The Dock of the Bay,” “In the Midnight Hour” and “Knock on Wood.” What also impressed me about Cropper was his style of guitar playing. He was a minimalist who hit his mark by playing short memorable hooks and fills on such hits as “Soul Man” (Sam & Dave) and “Green Onions” (Booker T & The M.G.’s). And Cropper mastered the sometimes forgotten art of being a great rhythm player, telling guitar.com: “I get off on the fact that I can play something over and over, while other guitar players don’t even want to know about that. They won’t even play the same riff or the same lick twice.” A two-time Grammy winner and a 1992 inductee into the Rock and Roll Hall of Fame, Steve Cropper will be missed.

Jeff Metzger is publisher emeritus of Food World and Food Trade News and founder of Taking Stock LLC, a grocery industry advisory and consulting firm.