135.025(2)(c)
(c) To provide dealers with rights and remedies in addition to those existing by contract or common law;
135.025(2)(d)
(d) To govern all dealerships, including any renewals or amendments, to the full extent consistent with the constitutions of this state and the United States.
135.025(3)
(3) The effect of this chapter may not be varied by contract or agreement. Any contract or agreement purporting to do so is void and unenforceable to that extent only.
135.025 History
History: 1977 c. 171.
135.025 Annotation
Choice of law clause in employment contract was unenforceable. Bush v. National School Studios, 139 W (2d) 635, 407 NW (2d) 883 (1987).
135.025 Annotation
Federal law required enforcement of arbitration clause even though that clause did not provide the relief guaranteed by ch. 135, contrary to this section and 135.05. Madison Beauty Supply v. Helene Curtis, 167 W (2d) 237, 481 NW (2d) 644 (Ct. App. 1992).
135.025 Annotation
Forum-selection clause in dealership agreement was not freely bargained and so was rendered ineffective by (2) (b). Cutter v. Scott & Fetzer Co. 510 F Supp. 905 (1981).
135.025 Annotation
Relinquishment of territory and signing of guaranty agreement were changes insufficient to bring relationship under this law. Rochester v. Royal Appliance Mfg. Co. 569 F Supp. 736 (1983).
135.03
135.03
Cancellation and alteration of dealerships. No grantor, directly or through any officer, agent or employe, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause. The burden of proving good cause is on the grantor.
135.03 History
History: 1973 c. 179;
1977 c. 171.
135.03 Annotation
Grantor may exercise options if dealer refuses to accept changes that are essential, reasonable and not discriminatory; dealer's failure to substantially comply with such changes constitutes good cause. Ziegler Co., Inc. v. Rexnor, 147 W (2d) 308, 433 NW (2d) 8 (1988).
135.03 Annotation
Drug supplier violated this section by terminating without good cause all dealership agreements with independently owned pharmacies in state. Kealey Pharmacy & Home Care Serv. v. Walgreen Co. 761 F (2d) 345 (1985).
135.03 Annotation
Where grantor's action was due to business exigencies unrelated to dealer and was done in nondiscriminatory manner, this chapter did not apply. Remus v. Amoco Oil Co. 794 F (2d) 1283 (7th Cir. 1986).
135.03 Annotation
Economic duress may serve as a basis for a claim of constructive termination of a dealership. JPM, Inc. v. John Deere, 94 F (3d) 270 (1996).
135.03 Annotation
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).
135.03 Annotation
Change in credit terms was change in dealer's "competitive circumstances". Van v. Mobil Oil Corp. 515 F Supp. 487 (1981).
135.03 Annotation
This section did not apply where grantor withdrew nondiscriminatorily from product market on large geographic scale; 90-day notice was required. St. Joseph Equipment v. Massey-Ferguson, Inc. 546 F Supp. 1245 (1982).
135.03 Annotation
Franchisees failed to meet their burden of proof that their competitive circumstances would be substantially changed by new agreement. Bresler's 33 Flavors Franchising Corp. v. Wokosin, 591 F Supp. 1533 (1984).
135.03 Annotation
Good cause for termination includes failure to achieve reasonable sales goals. L.O. Distributors, Inc., v. Speed Queen Co. 611 F Supp. 1569 (1985).
135.03 Annotation
Federal law preempts ch. 135 in petroleum franchise cases. Baker v. Amoco Oil Co., 761 F Supp. 1386 (1991).
135.03 Annotation
Constructive Termination Under the Wisconsin Fair Dealership Law. Cross and Janssen. Wis. Law. June 1997.
135.04
135.04
Notice of termination or change in dealership. Except as provided in this section, a grantor shall provide a dealer at least 90 days' prior written notice of termination, cancellation, nonrenewal or substantial change in competitive circumstances. The notice shall state all the reasons for termination, cancellation, nonrenewal or substantial change in competitive circumstances and shall provide that the dealer has 60 days in which to rectify any claimed deficiency. If the deficiency is rectified within 60 days the notice shall be void. The notice provisions of this section shall not apply if the reason for termination, cancellation or nonrenewal is insolvency, the occurrence of an assignment for the benefit of creditors or bankruptcy. If the reason for termination, cancellation, nonrenewal or substantial change in competitive circumstances is nonpayment of sums due under the dealership, the dealer shall be entitled to written notice of such default, and shall have 10 days in which to remedy such default from the date of delivery or posting of such notice.
135.04 History
History: 1973 c. 179.
135.04 Annotation
Grantor must give 90-day notice when termination is for nonpayment of sums due. White Hen Pantry v. Buttke, 100 W (2d) 169, 301 NW (2d) 216 (1981).
135.04 Annotation
The notice requirement of this section applies to substantial changes of circumstances of a dealership, not a dealership agreement. Actions which substantially change competitive circumstances and which are controlled by the grantor or which are allowed by the dealership agreement require the statutory notice. Jungbluth v. Hometown, Inc. 201 W (2d) 320, 548 NW (2d) 519 (1996).
135.04 Annotation
Steps that grantor requires dealer to take in order to rectify deficiency must be reasonable. Al Bishop Agcy., Inc. v. Lithonia, etc. 474 F Supp. 828 (1979).
135.04 Annotation
Notice requirement does not impermissibly burden interstate commerce. Designs in Medicine, Inc. v. Xomed, Inc. 522 F Supp. 1054 (1981).
135.04 Annotation
Remedies for termination should be available only for unequivocal terminations of entire relationship. Meyer v. Kero-Sun, Inc. 570 F Supp. 402 (1983).
135.04 Annotation
Insolvency exception to notice requirement did not apply where insolvency was not known to grantor at time of termination. Bruno Wine & Spirits v. Guimarra Vineyards, 573 F Supp. 337 (1983).
135.045
135.045
Repurchase of inventories. If a dealership is terminated by the grantor, the grantor, at the option of the dealer, shall repurchase all inventories sold by the grantor to the dealer for resale under the dealership agreement at the fair wholesale market value. This section applies only to merchandise with a name, trademark, label or other mark on it which identifies the grantor.
135.045 History
History: 1977 c. 171.
135.05
135.05
Application to arbitration agreements. This chapter shall not apply to provisions for the binding arbitration of disputes contained in a dealership agreement concerning the items covered in
s. 135.03, if the criteria for determining whether good cause existed for a termination, cancellation, nonrenewal or substantial change of competitive circumstances, and the relief provided is no less than that provided for in this chapter.
135.05 History
History: 1973 c. 179.
135.05 Annotation
Federal law required enforcement of arbitration clause even though that clause did not provide the relief guaranteed by ch. 135, contrary to this section and 135.025. Madison Beauty Supply v. Helene Curtis, 167 W (2d) 237, 481 NW (2d) 644 (Ct. App. 1992).
135.06
135.06
Action for damages and injunctive relief. If any grantor violates this chapter, a dealer may bring an action against such grantor in any court of competent jurisdiction for damages sustained by the dealer as a consequence of the grantor's violation, together with the actual costs of the action, including reasonable actual attorney fees, and the dealer also may be granted injunctive relief against unlawful termination, cancellation, nonrenewal or substantial change of competitive circumstances.
135.06 History
History: 1973 c. 179;
1993 a. 482.
135.06 Annotation
In action for termination of dealership upon written notice not complying with ch. 135 and without good cause, statute of limitations starts running upon receipt of termination notice. Les Moise, Inc. v. Rossignol Ski Co., Inc. 122 W (2d) 51, 361 NW (2d) 653 (1985).
135.06 Annotation
Term "actual costs of the action" includes appellate attorney's fees. Siegel v. Leer, Inc. 156 W (2d) 621, 457 NW (2d) 533 (Ct. App. 1990).
135.06 Annotation
Measure of damages discussed. C. A. May Marine Supply Co. v. Brunswick Corp. 649 F (2d) 1049 (1981).
135.06 Annotation
Cause of action accrued when defective notice under 135.04 was given, not when dealership was actually terminated. Hammil v. Rickel Mfg. Corp. 719 F (2d) 252 (1983).
135.06 Annotation
This section does not restrict recovery of damages with respect to inventory on hand at time of termination to "fair wholesale market value". Kealey Pharmacy v. Walgreen Co. 761 F (2d) 345 (1985).
135.06 Annotation
Accountant fees were properly included under this section. Bright v. Land O' Lakes, Inc. 844 F (2d) 436 (7th Cir. 1988).
135.06 Annotation
There is no presumption in favor of injunctive relief and against damages for lost future profits. Frieburg Farm Equip. v. Van Dale, Inc. 978 F (2d) 395 (1992).
135.06 Annotation
Determination of damages and attorney fees discussed. Esch v. Yazoo Mfg. Co., Inc. 510 F Supp. 53 (1981).
135.06 Annotation
Punitive damages are not available in what is essentially an action for breach of contract. White Hen Pantry, Div. Jewel Companies v. Johnson, 599 F Supp. 718 (1984).
135.065
135.065
Temporary injunctions. In any action brought by a dealer against a grantor under this chapter, any violation of this chapter by the grantor is deemed an irreparable injury to the dealer for determining if a temporary injunction should be issued.
135.065 History
History: 1977 c. 171.
135.065 Annotation
Four factors considered in granting preliminary injunction discussed. Loss of good will constituted irreparable harm. Reinders Bros. v. Rain Bird Eastern Sales Corp. 627 F (2d) 44 (1980).
135.065 Annotation
Court did not abuse discretion in granting preliminary injunction notwithstanding arguable likelihood that defendant will ultimately prevail at trial. Menominee Rubber Co. v. Gould, Inc. 657 F (2d) 164 (1981).
135.065 Annotation
Although plaintiff showed irreparable harm, failure to show reasonable likelihood of success on the merits precluded preliminary injunction. Milwaukee Rentals, Inc. v. Budget Rent A Car Corp. 496 F Supp. 253 (1980).
135.065 Annotation
A presumption of irreparable harm exists in favor of a dealer where a violation is shown: for presumption to apply, a dealership relationship must be shown to exist. Price Engineering Co., Inc. v. Vickes, Inc. 774 F Supp. 1160 (1991).
135.07
135.07
Nonapplicability. This chapter does not apply:
135.07(1)
(1) To a dealership to which a motor vehicle dealer or motor vehicle distributor or wholesaler as defined in
s. 218.01 (1) is a party in such capacity.
135.07(3)
(3) Where goods or services are marketed by a dealership on a door to door basis.
135.07 History
History: 1973 c. 179;
1975 c. 371.
135.07 Annotation
Where ch. 135 "dealer" is also a "franchisee" under ch. 553, commissioner of securities may deny, suspend or revoke a franchisor's registration or revoke its exemption if the franchisor has contracted to violate or avoid provisions of ch. 135. Ch. 135 expresses public policy and its provisions may not be waived. 66 Atty. Gen. 11.
