Purposes; rules of construction; variation by contract.
Cancellation and alteration of dealerships.
Notice of termination or change in dealership.
Repurchase of inventories.
Application to arbitration agreements.
Action for damages and injunctive relief.
This chapter may be cited as the "Wisconsin Fair Dealership Law".
History: 1973 c. 179
Ch. 135 was enacted for the protection of the interests of the dealer, whose economic livelihood may be imperiled by the dealership grantor, whatever its size. Rossow Oil Co. v. Heiman, 72 W (2d) 696, 242 NW (2d) 176.
This chapter covers only agreements entered into after April 5, 1974. Wipperfurth v. U-Haul Co. of Western Wis., Inc. 101 W (2d) 586, 304 NW (2d) 767 (1981).
This chapter is constitutional; it may be applied to out-of-state dealers where provided by contract. C. A. Marine Sup. Co. v. Brunswick Corp. 557 F (2d) 1163. See: Boatland, Inc. v. Brunswick Corp. 558 F (2d) 818.
Where dealer did not comply with all terms of acceptance of dealership agreement, no contract was formed and this chapter did not apply. Century Hardware Corp. v. Acme United Corp. 467 F Supp. 350 (1979).
Dealing with the dealers: Scope of the Wisconsin fair dealership law. Axe, WBB Aug. 1981.
The fair dealership law: Good cause for review. Riteris and Robertson, WBB March, 1986.
Changing Business Strategy Under the Wisconsin Fair Dealership Law. Laufer. Wis. Law. March 1991.
In this chapter:
"Community of interest" means a continuing financial interest between the grantor and grantee in either the operation of the dealership business or the marketing of such goods or services.
"Dealer" means a person who is a grantee of a dealership situated in this state.
"Dealership" means a contract or agreement, either expressed or implied, whether oral or written, between 2 or more persons, by which a person is granted the right to sell or distribute goods or services, or use a trade name, trademark, service mark, logotype, advertising or other commercial symbol, in which there is a community of interest in the business of offering, selling or distributing goods or services at wholesale, retail, by lease, agreement or otherwise.
Failure by a dealer to comply substantially with essential and reasonable requirements imposed upon the dealer by the grantor, or sought to be imposed by the grantor, which requirements are not discriminatory as compared with requirements imposed on other similarly situated dealers either by their terms or in the manner of their enforcement; or
Bad faith by the dealer in carrying out the terms of the dealership.
"Grantor" means a person who grants a dealership.
"Person" means a natural person, partnership, joint venture, corporation or other entity.
Cartage agreement between air freight company and trucking company did not create "dealership" under this chapter. Kania v. Airborne Freight Corp. 99 W (2d) 746, 300 NW (2d) 63 (1981).
Manufacturer's representative was not "dealership". Foerster, Inc. v. Atlas Metal Parts Co. 105 W (2d) 17, 313 NW (2d) 60 (1981).
This chapter applies exclusively to dealerships that do business within geographic confines of state. Swan Sales Corp. v. Jos. Schlitz Brewing Co. 126 W (2d) 16, 374 NW (2d) 640 (Ct. App. 1985).
Guideposts for determining existence of "community of interest" under (3) established. Ziegler Co., Inc. v. Rexnord, Inc. 139 W (2d) 593, 407 NW (2d) 873 (1987).
A substantial investment distinguishes a dealership from a typical vendee-vendor relationship; establishing loss of future profits is not sufficient. Gunderjohn v. Loewen-America, Inc. 179 W (2d) 201, 507 NW (2d) 115 (Ct. App. 1993).
Contracts between an HMO and chiropractors for the provision of chiropractic services to HMO members did not did not establish the chiropractors as dealerships under ch. 135. Bakke Chiropractic Clinic v. Physicians Plus Insurance, 215 W (2d) 600, 573 NW (2d) 542 (Ct. App.1997).
Manufacturer's representative was not "dealer". Wilburn v. Jack Cartwright, Inc. 719 F (2d) 262 (1983).
"Dealer" under (2) must be geographically "situated" in state. Bimel-Walroth Co. v. Raythem Co. 796 F (2d) 840 (6th Cir. 1986).
"Situated in this state" language in (2) does not supersede choice of law analysis in determining whether ch. 135 applies. Diesel Service Co. v. Ambrose Intern. Corp. 961 F (2d) 635 (1992).
When otherwise protected party transfers protected interest to third party, "community of interest" is destroyed and party removed from WFDL protection. Lakefield Telephone Co. v. Northern Telecom, Inc. 970 F (2d) 392 (1992).
A community of interest exists when a large proportion of a dealer's revenues are derived from the dealership, or when the alleged dealer has made sizable investments specialized in the grantor's goods or services. Frieburg Farm Equip. v. Van Dale, Inc. 978 F (2d) 395 (1992).
There is no "community of interest" in the sale of services not yet in existence when the availability of the services is dependent on the happening of an uncertain condition. Simos v. Embassy Suites, Inc. 983 F (2d) 1404 (1993).
Chapter 135 does not protect a manufacturer's representative that lacks the unqualified authorization to sell or the authority to commit the manufacturer to a sale. Sales & Marketing Assoc., Inc. v. Huffy Corp. 57 F (3d) 602 (1995).
If a grantor is losing substantial money under the dealership relationship, it may constitute "good cause" for changes in the contract, including termination. Morley-Murphy Co. v. Zenith Electronics, Inc. 142 F (3d) 373 (1998).
Distinction between dealer and manufacturer's representative discussed. Al Bishop Agcy., Inc. v. Lithonia, etc. 474 F Supp. 828 (1979).
Sales representative of manufacturer was not "dealership". E. A. Dickinson, Etc. v. Simpson Elec. Co. 509 F Supp. 1241 (1981).
Manufacturer's representative was "dealership". Wilburn v. Jack Cartwright, Inc. 514 F Supp. 493 (1981).
Employment relationship in question was not "dealership". O'Leary v. Sterling Extruder Corp. 533 F Supp. 1205 (1982).
Manufacturer's representative was not "dealership". Quirk v. Atlanta Stove Works, Inc. 537 F Supp. 907 (1982).
Manufacturer's representative was not "dealer". Aida Engineering, Inc. v. Red Stag, Inc. 629 F Supp. 1121 (1986).
Plaintiff was not "dealer" since money advanced to company for fixtures and inventory was refundable. Moore v. Tandy Corp. Radio Shack Div. 631 F Supp. 1037 (1986).
It is improper to determine whether a "community of interest" under (3) exists by examining the effect termination has on a division of the plaintiff. U.S. v. Davis, 756 F Supp. 1162 (1990).
Plaintiff's investment in "goodwill" was not sufficient to afford it protection under ch. 135. Team Electronics v. Apple Computer, 773 F Supp. 153 (1991).
The "situated in this state" requirement under (2) is satisfied as long as the dealership conducts business in Wisconsin. CSS-Wisconsin Office v. Houston Satellite Systems, 779 F Supp. 979 (1991).
There is no "community of interest" under sub. (3) where there is an utter absence of "shared goals" or "cooperative coordinated efforts" between the parties. Cajan of Wisconsin v. Winston Furniture Co. 817 F Supp 778 (1993).
Even if a person is granted a right to sell a product, the person is not a dealer unless that person actually sells the product. Smith v. Rainsoft, 848 F Supp. 1413 (1994).
Under sub. (3), de minimus use of a trade name or mark is insufficient: there must be substantial investment in it. Satellite Receivers v. Household Bank, 922 F Supp. 174 (1996).