Wisconsin Franchise Laws

Wisconsin’s franchise relationship legislation is embodied in the Wisconsin Fair Dealership Law (“WFDL”).

The WFDL’s operative definition of “good cause” is set forth in the statute’s definitional section: "Good cause" means: (a) Failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him 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 (b) Bad faith by the dealer in carrying out the terms of the dealership.

Section 135.03 addresses cancellation and alteration of dealerships. Under this provision, “no grantor, directly or through any officer, agent or employee, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause.” The WFDL places the legal burden of proving good cause is on the franchisor or grantor.

The WFDL also explicitly addresses notices of termination or changes in dealership. Under Section 135.04, a franchisor or grantor must provide a franchisee or dealer at least 90 days' prior written notice of termination, cancellation, nonrenewal or substantial change in competitive circumstances. The Act further directs that the notice must state all the reasons for termination, cancellation, nonrenewal or substantial change in competitive circumstances. Last, it is required that the dealer or franchisee has 60 days in which to rectify any claimed deficiency. The WFDL states that if the deficiency is rectified within 60 days the notice shall be void.

In addition, the notice provisions will not apply if the reason for termination, cancellation or nonrenewal is insolvency, the occurrence of an assignment for the benefit of creditors or bankruptcy. In contrast, if the reason for termination, cancellation, nonrenewal or substantial change in competitive circumstances is nonpayment of sums due under the dealership, the Act directs that the dealer or franchisee must be given written notice of such default, as well as 10 days in which to remedy such default from the date of delivery or posting of such notice.

In the event of termination, Section 135.045 outlines requirements for the repurchase of inventories. Specifically, if a dealership is terminated, the franchisor, at the option of the franchisee, must repurchase all inventories sold by the grantor to the dealer for resale under the dealership agreement at the fair wholesale market value. Further, these repurchase obligations cover only merchandise with a name, trademark, label or other mark on it which identifies the grantor or franchisor.

The WFDL also regulates damages and injunctive relief in Section 135.06. In this regard, the Act provides that if any grantor or franchisor violates the WFDL, a dealer or franchisee may bring an action against such grantor for damages sustained by him as a consequence of the grantor's violation, together with the actual costs of the action, including reasonable actual attorney fees. Moreover, that provision also provides that the dealer or franchisee may be granted injunctive relief against unlawful termination, cancellation, nonrenewal or substantial change of competitive circumstances. Interestingly, the WFDL goes into interesting detail regarding the potential of a temporary injunction in Section 135.065. “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.”

In Wisconsin, the following Dealer/Franchise Termination, Fraud and Non-Renewal Laws, and Franchise Industry-Specific Laws, are identified as follows:

Wisconsin State Franchise Disclosure Laws
Wisconsin Franchise Investment Law
Wisconsin Statutes, Chap. 553, Sec. 553.01 through 553.78

Wisconsin State Franchise Relationship/Termination Laws
Wisconsin Fair Dealership Law
Wisconsin Statutes, Chap. 135, Sec. 135.01 through 135.07

Wisconsin State Business Opportunity Laws
Wisconsin has No statute of applicability in this general area
Business opportunity sellers must comply with the FTC business opportunity rule

Wisconsin Alcoholic Beverage Franchise/Wholesaler Laws
Wisconsin fermented malt beverages law; Wisconsin intoxicating liquor Franchise/Dealerships law
Wisc. Stat. Chap. 125, §125.33,and §125.34,Wisc. Stat. Chap. 125, §125.69,Chap. 135, §135.02,and §135.66.

Wisconsin Equipment Franchise/Dealer Laws
Wisconsin Has No Franchise-Specific Statute in this Market Niche

Wisconsin Gasoline Franchise/Dealer Laws
Wisconsin motor fuel Franchise/Dealer law
Wis. Stat. Chap. 100, §100.30,and §100.51.

Wisconsin Marine Franchise/Dealer Laws
Wisconsin Has No Franchise-Specific Statute in this Market Niche

Wisconsin Motor Vehicle Franchise/Dealer Laws
Wisconsin motor vehicle Franchise/Dealer law
Wisc. Stat. Chap. 218, §218.0101 to §218.0172

Wisconsin Motorcycle Franchise/Dealer Laws
Wisconsin Has No Franchise-Specific Statute in this Market Niche

Wisconsin Recreational and Powersports Vehicle Franchise/Dealer Laws
Wisconsin Has No Franchise-Specific Statute in this Market Niche

Wisconsin Restaurants
Wisconsin restaurants liability law
Wis. Stat. Chap. 895, §895.506.

Deutchland Enterprises, Ltd. v. Burger King Corp., United States Court of Appeals, Seventh Circuit, March 6, 1992957 F.2d 449 (“After discovery was completed, Burger King moved for summary judgment, seeking dismissal of Schiefelbein's amended complaint, and summary judgment on its counterclaims as to liability only. The district court granted Burger King's motion on April 23, 1990, ruling that Schiefelbein had violated the “same or similar” clause. It further ruled that the clause was reasonable under the Wisconsin Fair Dealership Law (“WFDL”), WIS.STAT. § 135.01 et seq., that Schiefelbein had not cured the violation of the clause and, finally, that Burger King had good cause to terminate the agreements. On May 17, 1990, the district court dissolved the stipulated preliminary injunction which barred Burger King from *452 terminating the franchises. This appeal followed. We review a grant of summary judgment de novo. See e.g., La Preferida, Inc. v. Cerveceria Modelo, S.A., 914 F.2d 900, 905 (7th Cir.1990). In reviewing a grant of summary judgment, we “view the record and all inferences drawn from it in the light most favorable to the party opposing the motion.” Lohorn v. Michal, 913 F.2d 327, 331 (7th Cir.1990). We must be satisfied that there is no genuine issue as to any material fact, and that the moving party is entitled to judgment as a matter of law. FED.R.CIV.P. 56(c); First Wisconsin Trust Co. v. Schroud, 916 F.2d 394, 398 (7th Cir.1990). 1 We must first determine whether Schiefelbein violated the “same or similar” clause contained in the franchise agreements with Burger King. Schiefelbein does not attempt to argue that he was in compliance with the “same or similar” clause when he received Burger King's notice of default, on September 8, 1987. At that time, Schiefelbein was the owner of several Hardee's franchises, in plain violation of the “same or similar” clause in the franchise agreement with Burger King. Schiefelbein principally argues that the “same or similar” clause is illegal under the WFDL. That statute prohibits franchisors from terminating franchisees without “good cause.” WIS.STAT. § 135.03. It defines “good cause” as: [f]ailure by a dealer to comply substantially with essential and reasonable requirements imposed upon him 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. WIS.STAT. § 135.02(4)(a). The franchisor or grantor must prove good cause. WIS.STAT. § 135.03. Schiefelbein argues that Burger King must prove that the “same or similar” clause was both “essential” and “reasonable,” for the provision to survive challenge. We cannot agree. The terms “essential” and “reasonable” are closely related and were clearly intended to be read together. See M. Bowen & B. Butler, Wisconsin Fair Dealership, § 5.5, at 5–8 (1988) (noting that the individual elements of good cause are closely interrelated). Courts have considered the statutory terms “essential” and “reasonable” together, not separately. See C.L. Thompson Co. v. Festo Corp., 708 F.Supp. 221, 227–28 (E.D.Wis.1989) (analyzing good cause as a whole); L–O Distributors v. Speed Queen Co., 611 F.Supp. 1569, 1580 (D.Minn.1985). Wisconsin courts have not decided whether a clause in a franchise contract which bars the franchisee from acquiring competing franchises during the term of the agreement is “essential and reasonable.” Schiefelbein argues that a restriction in a franchise contract, like a restrictive covenant in an employment contract, must be limited to a specific territory or it is unreasonable. In applying § 103.465, Wisconsin courts ask whether a restrictive covenant “cover[s] a reasonable territory.” Chuck Wagon Catering, Inc. v. Raduege, 88 Wis.2d 740, 277 N.W.2d 787, 792 (1979); WIS.STAT. § 103.465. Schiefelbein argues that the “same or similar” clause, which covers the entire United States, would be found unreasonable by Wisconsin courts. Section 103.465 governs restrictions which apply to employees during their employment and after their employment has terminated. See Hillis v. Waukesha Title Co., Inc., 576 F.Supp. 1103 (E.D.Wis.1983) (upholding a restrictive covenant in the defendant's profit-sharing plan); Raduege, 277 N.W.2d at 793 (applying § 103.465 to uphold the application of a restrictive covenant after the employee had obtained another job). The franchise agreement between Burger King and Schiefelbein, however, prohibits Schiefelbein from owning a competitor only during the term of the agreement. The “same or similar” clause is thus unlike many restrictive covenants applying to terminated employees. Wisconsin courts would seemingly allow greater restrictions during the term of a *453 contract than after the contract has terminated. We agree with the district court that it is “essential and reasonable” under the WFDL for a fast food chain to prohibit franchisees from operating its restaurants and those of its competitors. Franchisees have advance notice of the franchisor's marketing strategies, and access to its operating methods and policies. Schiefelbein's argument that entire fast food industry receives advance notice of Burger King's marketing strategies is unsupported by the record. The “same or similar” clause also serves to reinforce the policies underlying the franchise contract. Schiefelbein agreed to devote his “full time and best efforts” to the operation of the Burger King franchises. Schiefelbein, however, transferred his key personnel from the Burger King franchises to his Hardee's franchises. Koszewski, one of the transferred managers, provided Hardee's with results of Burger King studies, operating procedures, and architectural drawings. The “same or similar” clause is essential and reasonable because it enabled Burger King to protect its information, marketing strategies, and operating policies from appropriation by Schiefelbein and Hardee's.   Schiefelbein argues that the “same or similar” clause is unenforceable because it has not enforced similar clauses in contracts with other franchisees. See WIS.STAT. § 135.04. Specifically, Schiefelbein claims that Burger King failed to enforce the agreement against Horn & Hardart and Marriot Corporation (“Marriot”). In the late 1970's Burger King engaged in litigation with Horn & Hardart to enforce the “same or similar” provision. Under the terms of a settlement agreement, Horn & Hardart disposed of a number of restaurants, but retained others. Marriot Corporation purchased Howard–Johnson's, which held several Burger King franchises. Marriot also owned the Roy Rogers chain of restaurants, which are similar to those of Burger King. Four years later Marriot sold the Roy Rogers chain. Schiefelbein cannot show that he was a victim of discriminatory treatment because he is not “similarly situated” to Horn & Hardart and Marriot because both are large public corporations listed on the New York stock exchange. Burger King cannot expect that a public corporation will devote its “full time” to the operation of its Burger King franchises. Moreover, Burger King's litigation with Horn & Hardart occurred in the late 1970's, long before Schiefelbein became a franchisee. Moreover, Schiefelbein cannot show that he was treated unfairly in comparison with Marriot and Horn & Hardart. Marriot sold its competing restaurant chain, and Horn & Hardart sold certain Burger King franchises but retained others. Because no other facts relating to the Horn & Hardart litigation are contained in the record, we cannot agree that Schiefelbein was treated unfairly in comparison with Horn & Hardart. Thus, we cannot agree with Schiefelbein that he was the victim of discriminatory treatment. 4 Schiefelbein argues that he properly cured his violation of the “same or similar” clause by selling his interests in the Hardee's franchise agreements to Embs on October 15, 1987. The district court referred to Schiefelbein's transfers of his Hardee's franchises as a “shell game.” The evidence in the record overwhelmingly supports that conclusion. Although Schiefelbein sold his interest in the licensee, Wolverine, to Embs, he retained ownership interests in several corporations, including J.K., MarJo, and Mid–States, that reaped the profits from the Hardee's franchises. *454 J.K. owned the real estate of the Burger King and Hardee's franchises, while MarJo corporation, provided management services to the Hardee's franchises. Mid–States earned additional income for Schiefelbein and Guiles by constructing the Hardee's buildings for Wolverine. The district court correctly concluded that Schiefelbein failed to cure his violation of the franchise agreement with Burger King. We AFFIRM the judgment of the district court.”)

Kaeser Compressors, Inc. v. Compressor & Pump Repair Services, Inc., United States District Court, E.D. Wisconsin, February 14, 2011781 F.Supp.2d 819 (“The focus of Kaeser's summary judgment motion is CPR's refusal to sign the new proposed agreement. Under the WFDL, a grantor like Kaeser may terminate a dealership agreement only for good cause. Wis. Stat. § 135.03. As defined in the statute, good cause includes a dealer's failure to comply with “essential and reasonable requirements imposed upon him by the grantor,” as long as the same requirements are imposed on “similarly situated dealers.” Wis. Stat. § 135.02(4)(a). As such, Kaeser argues that even if the *822 WFDL applies,1 it is entitled to terminate CPR's dealership because it was essential and reasonable to require CPR to sign the proposed uniform contract, which was also imposed upon similarly situated dealers throughout the country. CPR argues that there is a genuine issue of material fact as to whether imposition of the new contract was an essential and reasonable requirement. In its view, the new contract was not “essential” because Kaeser operated profitably for decades without it, and it spent several years considering the terms it would adopt in the agreements. Since there was no urgency to the whole process, Kaeser cannot now claim the new terms are somehow “essential” to its way of doing business. In addition, Kaeser and CPR have continued to do business under the status quo (i.e., without a new contract) for two years now, which suggests the new contract is not a key component of Kaeser's ability to conduct its business. Kaeser no doubt considers the new contract essential for its ability to increase its profits, but it is not “essential” to the company's business model or its relationship with dealers. CPR also questions the reasonableness of the proposed terms. Although Kaeser has relied on the fact that all of its other dealers agreed to the terms, CPR protests that these dealers were “coerced” because Kaeser threatened to terminate their dealerships if they did not agree. Thus, the involuntary assent of other dealers cannot speak to the reasonableness of the terms. In addition, Kaeser refused to negotiate with CPR, despite CPR's willingness to agree to what in its view was a reasonable new contract. 1234 CPR's argument is premised on the belief that there are two distinct “prongs” of the WFDL's good cause definition, both of which must be met before a dealer may terminate for good cause. Although the statute requires new requirements imposed by a grantor to be both essential and reasonable, courts have noted that these terms “are closely related and were clearly intended to be read together.” Deutchland Enterprises, Ltd. v. Burger King Corp., 957 F.2d 449, 452 (7th Cir.1992). In other words, a court need not determine whether each requirement imposed by a grantor is both “essential” and “reasonable;” it must instead analyze good cause as a whole. One reason for this gestalt approach, surely, is that very few proposed changes could be deemed “essential” to a grantor's business, that is, necessary to prevent imminent bankruptcy. For example, as CPR notes, the mere fact that the parties had been doing business in a certain way for years would undercut the idea that the new language is actually essential to Kaeser's business. The point of the statute, instead, is to allow grantors to make non-discriminatory changes in their dealership regime so long as those changes are reasonable and important to their overall business model. Accordingly, rather than determining whether the proposed new contract was actually “essential,” I must determine whether it was a commercially reasonable requirement imposed by the grantor. As the Seventh Circuit has put it, “the grantor must therefore show three things in order to justify its proposed change: (1) an objectively ascertainable need for change, (2) a proportionate response to that need, and (3) a nondiscriminatory action.” Morley–Murphy Co. v. Zenith Electronics Corp., 142 F.3d 373, 378 (7th Cir.1998).   Kaeser cites a number of factors underscoring the commercial reasonableness *823 of its proposed contract. First, it is essential to have uniform contracts so that it can streamline and standardize its relationships with dealers across the country. Moodie v. School Book Fairs, Inc., 889 F.2d 739, 746 (7th Cir.1989) (“[W]e believe failure to sign the agreement constituted a failure to comply substantially with reasonable requirements. A company is entitled to maintain uniform contract terms with its many dealers.”) Kaeser is correct that cases like Moodie have recognized a manufacturer's desire for uniformity as a legitimate business need. But here it is not the uniformity itself that is objectionable to CPR, but the substance of the new terms set forth in the proposed uniform agreements. A desire for uniformity is one factor that may be considered in judging the reasonableness of a manufacturer's demands, of course, but surely it is not the only factor. Otherwise a manufacturer could impose draconian (but uniform) new terms on its dealers (or effect a uniform “blanket termination”) and simply cite a generic need for uniformity to justify the changes. Kaeser has a better argument on the substance of the proposed changes. First, the fact that every other dealer has signed off on the new contract is highly suggestive that its terms are commercially reasonable. There is a free market for compressors (Kaeser is not the dominant manufacturer in that market), and if all of the other thirty-four dealers voluntarily agreed to the new terms and decided to continue selling Kaeser products, then that speaks volumes about the reasonableness of its proposal. CPR suggests that these dealers were “coerced” and that we should not place any weight on their decision to agree, but it has provided no evidence of anything other than market forces at work: all other dealers deciding whether to “take it or leave it” chose to take it. And Kaeser notes that it would not be rational for so many dealers to sign off on terms that are akin to a mutual suicide pact. Second, Kaeser argues that non-exclusivity is a perfectly reasonable commercial practice. Of course the dealer would prefer to be exclusive so that it does not have to worry about competing with others in the sale of the manufacturer's product. Exclusivity can be a key component of a dealership relationship when the dealer invests significant assets in training, service, and the like, so that it need not worry that it will forfeit those sunk costs if a competitor (or the grantor itself) whittles away at its business. But here, there is no suggestion that Kaeser has another grantor in mind to compete directly with CPR, and there is only a hint that Kaeser itself wants to compete with CPR in any serious fashion. Kaeser's direct competition thus far is limited to a relationship with Sears, which has not produced any sales in CPR's territory, as well as its own online sales through its website and eBay of less than $20,000. (Kaeser also recently made a direct equipment sale to a company in Mount Pleasant, Wisconsin.) Thus, Kaeser argues that it merely wants to allow itself certain flexibility in marketing its products without running afoul of an exclusivity arrangement with CPR. Because such an arrangement involves no real threat to CPR's business, a non-exclusive dealership arrangement under these circumstances is perfectly reasonable. The thrust of Kaeser's argument is that CPR's objection to the new contract cannot be viewed in a vacuum. Instead, we must remember that the WFDL and its protections will still apply even after the new contract is signed. For example, if Kaeser exercised its new contractual power to open up its own dealership across the street from CPR, CPR would be able to invoke the WFDL's protections against constructive termination. Remus v. Amoco *824 Oil Co., 794 F.2d 1238, 1241 (7th Cir.1986). Thus, the WFDL's protections will mute Kaeser's ability to compete directly against CPR, and in considering the reasonableness of the proposed contractual terms a court must consider not just the terms themselves but how those terms could be muted by the WFDL. The parties cite a number of cases for competing principles. CPR relies heavily on Kealey Pharmacy & Home Care Svcs., Inc. v. Walgreen Co., 761 F.2d 345 (7th Cir.1985). There, Walgreens decided to terminate all of its agreements with some 1,400 dealers nationwide. Several owners of Wisconsin dealerships sued under the WFDL. Walgreens argued that the WFDL does not apply to “blanket terminations,” but the Seventh Circuit agreed with Judge Crabb in concluding that even blanket terminations of dealerships are subject to the good cause requirement. “Walgreens simply cannot defend on an inadequate rate of return ground since the only permissible good cause is defined in the statute as ‘failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him by the grantor’ or ‘[b]ad faith by the dealer in carrying out the terms of the dealership.’ Defendant has made no such showing ...” Id. at 350. Although Walgreen established that blanket terminations are subject to the WFDL's good cause requirement, that is not what is going on here. Kaeser protests that CPR is a valued dealership and that it repeatedly attempted to avoid terminating their relationship. In Walgreen there was no discussion of any new contractual terms proposed—it was simply a blanket termination. The Walgreen Company sent termination letters to its dealers as a fait accompli: there was no question that Walgreens wanted to shut them down and take over. Similarly, in Morley–Murphy, the Zenith Corporation proposed terminating the dealership itself—a very concrete and dramatic change. Here, by contrast, CPR has never even hinted that Kaeser is attempting to enact a blanket termination of its dealers or to put CPR out of business: instead, it offered all of its other dealers new dealership agreements rather than terminating them, and all of these other dealers signed. The grantor-dealership relationship remains Kaeser's business model. Thus, Kaeser argues that this case is not like Walgreen but Wisconsin Music Network, Inc. v. Muzak Ltd. Partnership, 5 F.3d 218 (7th Cir.1993). There, the Muzak company decided to enact a significant change to its dealership agreement by creating a “Multi–Territory Accounts” (“MTA”) program: “Under the MTA program, national customers with more than fifty outlets located in at least four different Muzak affiliates' territories can negotiate a single contract with one representative of Muzak for uniform music service and standard rates for their outlets across the country.” Id. at 220. Needless to say, this affected local affiliates because under the new program their customers (and sometimes their biggest customers) could now side-step dealers and deal directly with the Muzak corporation. A Wisconsin dealer balked at signing on to the new program (despite the fact that all other dealers but one signed), and sought a preliminary injunction seeking to enjoin Muzak from terminating its dealership for failure to agree to the new terms. The Seventh Circuit affirmed the district court's denial of preliminary relief. It noted that the dealer had “offered no evidence of customers or profits it will lose as a result of the MTA program” and the grantor had explained why the new terms were commercially reasonable. Id. at 224. This is a close case, and in truth none of the cases relied upon by the parties reveals *825 a clear answer. Kaeser is correct that the WFDL's protections must be considered when assessing the reasonableness of a proposed change. In other words, because the WFDL's protections would still apply to the parties' relationship, the proposed new terms are not as draconian as CPR suggests. Even so, the WFDL really only protects CPR from a termination. To say that CPR will be protected from utter ruin is much different than saying it will be protected from serious competition. That is, although the WFDL would prevent Kaeser from running CPR out of business, Remus, 794 F.2d at 1241, it will not prevent it from significant direct competition or from newly-named competing dealers. This is because once CPR agrees to a non-exclusive dealership arrangement, it will no longer be able to protest if Kaeser appoints another dealer or competes directly, even if that competition significantly (but not fatally) impacts its business.2 Super Valu Stores, Inc. v. D–Mart Food Stores, Inc., 146 Wis.2d 568, 576, 431 N.W.2d 721, 725 (Wis.Ct.App.1988) (“because Super Valu's dealership agreement with Cahak specifically authorizes Super Valu to franchise other stores whenever and wherever it wishes, we do not see how the issuance of another franchise would change ‘the competitive circumstances of [the] dealership agreement’ in violation of the law.”) In sum, the mere fact that the WFDL might prevent Kaeser from driving CPR out of business is of small comfort to CPR, because it would not protect CPR from significant or even substantial competition. Seen in this light, CPR's refusal to sign is far more reasonable. More importantly, even if we accept Kaeser's argument that the implications of the new contract would be tempered by the WFDL, it does not necessarily follow that the new terms are essential and reasonable. CPR persuasively notes that the burden is on Kaeser—not CPR—to explain why the new contract is reasonable, and at best Kaeser has created a genuine dispute on that fact. The proposed new contract would allow Kaeser to compete significantly with CPR and to appoint other dealers in CPR's territory (even with the WFDL's protections). Even though other dealers agreed to the new terms, the new contract effects a very substantial change in the dealership arrangement (as set forth above). It is Kaeser's burden to explain not just why and how the marked changes it proposed solve important economic problems it has, but how the new contract is tailored to achieve those ends. Morley–Murphy Co., 142 F.3d at 378 (“the grantor must therefore show three things in order to justify its proposed change: (1) an objectively ascertainable need for change, (2) a proportionate response to that need, and (3) a nondiscriminatory action.”) Supporting my conclusion that Kaeser has not met its burden (at least at this stage) are the Wisconsin Supreme Court's decision in Ziegler Co. v. Rexnord, Inc. (Ziegler II), 147 Wis.2d 308, 433 N.W.2d 8 (1988), and the Seventh Circuit's application of that decision in Morley–Murphy, supra, and Girl Scouts of Manitou Council, Inc. v. Girl Scouts of U.S. of America, Inc., 549 F.3d 1079, 1099 (7th Cir.2008). In Ziegler II, the grantor, Rexnord, argued that its substantial economic losses justified its decision to non-renew its dealership agreement with Ziegler. (Instead, *826 it offered a less lucrative agency relationship.) The Supreme Court allowed that a grantor's own economic problems could justify a change in the dealership relationship, but it recognized that “[t]he need for change sought by a grantor must be objectively ascertainable. The means used by a grantor may not be disproportionate to its economic problem.” 147 Wis.2d at 320, 433 N.W.2d at 13. The Seventh Circuit addressed Ziegler II at length in Girl Scouts. In Girl Scouts, the national Girl Scouts organization announced a plan “to reduce, by the end of 2009, the number of local councils from approximately 315 to 109, merging the local organizations to form larger, ‘high capacity’ councils.” 549 F.3d at 1084. This action would have dramatically changed the local Manitou Council's territory, and the Manitou Council sued for a preliminary injunction to prevent the change. The Seventh Circuit sided with the local council, largely because the national Girl Scouts failed to articulate a salient business need for the proposed changes. In this case, unlike in Ziegler II and Morley–Murphy, we question both the objective need and the proportionate response of GSUSA's [the grantor] attempt to unilaterally reduce Manitou's jurisdiction. This is because the circumstances confronting GSUSA differ markedly from those facing Rexnord and Zenith, both of which were reacting to extended periods of substantial economic losses. GSUSA arguably presents no objective economic need for its proposed action; at the very least, its financial circumstances are a far cry from the dire economic straits confronted by Rexnord. GSUSA's financial statements indicate that GSUSA's operating revenues exceeded its operating expenses in Fiscal Years 2005 and 2006, earning operating profits of $886,000 and $2.5 million, respectively. Further, we find little support for GSUSA's argument that intangible concerns such as “fading brand image” and “waning program effectiveness,” without a tangible effect on the bottom line, present the types of concerns Wisconsin courts have contemplated by the “good cause” provision of the WFDL. Id. at 1099 (citations omitted). Here, as in Girl Scouts, the grantor has difficulty articulating both an objective need for the proposed change as well as an explanation for how the change represents a proportional response to its economic concerns. As noted above, Kaeser cites a need for uniformity in its contracts, but an abstract desire for uniformity is (without more) an “intangible concern” about housekeeping rather than a salient economic need. Id. Moreover, Kaeser has not explained how its desire for uniformity (reasonable though it may be) would require the specific manifestation of uniformity proposed here, namely, a contract whose terms would uproot a longstanding dealer's exclusivity. Ziegler II, 147 Wis.2d at 320, 433 N.W.2d at 13. (“The means used by a grantor may not be disproportionate to its economic problem.”) That is, if simple uniformity were the goal, it could have been achieved here with a more modest proposal that CPR would have agreed to (and if it did not agree, Kaeser would have had good cause to terminate the dealership). Ziegler II, 147 Wis.2d at 319, 433 N.W.2d at 13 (describing facts of Remus as “grantor's unilateral and system-wide change of minor terms of the franchise agreement.”) CPR would argue, and a factfinder could agree, that taking the major step of eliminating a dealer's longstanding exclusivity simply to achieve the abstract goal of contract uniformity is like prescribing dangerous narcotics to cure a simple headache: it might achieve its purpose, but the patient could experience serious side-effects. Kaeser's other justifications *827 for the proposed changes similarly do not cite either a pressing economic problem Kaeser is facing or explain how the changes will allow it to “grow the pie” significantly by seizing economic opportunities that only this particular proposed contract would allow. The Girl Scouts court contrasted the national Girl Scouts organization, which was economically successful, with the more dire economic position of Zenith and Rexnord, both of whom were able to articulate pressing business reasons for their proposals. Here, Kaeser more resembles the Girl Scouts than either of those two companies. 549 F.3d at 1099. In sum, the cases cited above require the grantor to cite, in concrete terms, an economic problem it is facing3 and then explain how the changes it is proposing are a proportional response to that problem. Although a factfinder could conceivably agree with Kaeser, I am not satisfied that the reasons it has cited articulate an objective need for change, and neither am I convinced that the specific changes proposed here are a proportional response to that need. At most, they have created an issue of factual dispute that I cannot resolve in Kaeser's favor based on the record before me. This is not to say that the above exercise is a comfortable one. The Fair Dealership law was designed to give a particular class of citizens—dealers—a leg-up in their relationships with mostly out-of-state manufacturers, who were viewed to have outsized bargaining power and an ability to exploit local distributors. But though the law may have been well-intentioned, it has sometimes required judges and juries to sit as economic commissars intermediating disputes between business entities or opining on the wisdom of various corporate structures (or even Girl Scout councils). Judges and juries, of course, have little training in assessing whether business activities are “reasonable” or “essential,” and the costs and time involved in reaching a final decision are a product of the law's inherent uncertainties, many of which are on display in this case. Despite these concerns, I conclude that a trial will be required to determine the questions posed here.

East Bay Running Store, Inc. v. NIKE, Inc., United States Court of Appeals, Seventh Circuit, December 13, 1989890 F.2d 996 (“Under § 135.03 of the Wisconsin Fair Dealership Law, “[n]o grantor ... may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause.” (emphasis added).3 As a preliminary matter, it is important to note that this appeal is not about the termination, cancellation, or non-renewal of a dealership agreement. Cf. Kealey Pharmacy & Home Care Services, Inc. v. Walgreen Co., 761 F.2d 345 (7th Cir.1985); Ziegler Co., Inc. v. Rexnord, Inc., 147 Wis.2d 308, 433 N.W.2d 8 (1988); Bresler's 33 Flavors Franchise Inc. v. Wokosin, 591 F.Supp. 1533 (E.D.Wis.1984). Rather, the issue we must address is whether NIKE's actions in this case-instituting the policy that all NIKE dealers sell the NIKE AIR line of athletic apparel in a face-to-face manner-substantially changed the competitive circumstances of the dealership agreement such that the WFDL is implicated. East Bay contends that the district court's conclusion that § 135.02 was not implicated in this case is based upon a misreading, and consequently, a misapplication of this circuit's decisions in Kealey Pharmacy & Home Care Services, Inc. v. Walgreen Co. and Remus v. Amoco Oil Co.4 Initially, East Bay maintains that NIKE's actions in this case did amount to a substantial change in the competitive circumstances of their dealership agreement. Based on this premise, East Bay asserts that the statutory framework of the WFDL requires that a grantor's unilateral decision which precipitates substantial changes in the competitive circumstances of a dealer be supported by good cause. East Bay proceeds to argue that good cause can only be established upon the grantor's showing that its action is not only non-discriminatory, but also “essential” and “reasonable.” See Zeigler Co., Inc. v. Rexnord, Inc., 147 Wis.2d 308, 319-20, 433 N.W.2d 8, 13 (1988). Relying on this construction of the WFDL, East Bay argues that the district court incorrectly focused on the “nondiscriminatory” requirement and failed to consider whether NIKE's actions were “essential” and “reasonable.” 1 Under the plain language of § 135.03, the “good cause” requirement is not implicated without an initial finding that NIKE has terminated, cancelled, failed to renew, or substantially changed the competitive circumstances of the dealership agreement. As stated above, the issue in this appeal revolves around the latter concern. In that we agree with the district court that NIKE's actions in this case did not amount to a substantial change in the *1000 competitive circumstances of the dealership agreement, we need not address the application of the “good cause” requirement. 2 We reject East Bay's contention that NIKE's new policy constitutes a substantial change in the dealership agreement merely because it may affect East Bay's profitability. Even though a new policy may hurt the profitability of some dealers, the prohibition of substantial changes in competitive circumstances was not meant to prohibit nondiscriminatory system-wide changes. Remus, 794 F.2d at 1240. In Remus, a gasoline dealer alleged that Amoco Oil Company had violated the WFDL by adopting a “discount for cash” policy which was applied across the board to all Amoco dealers.5 In that most of plaintiff's sales were credit sales, he was not in favor of establishing the credit card discount program and complained that Amoco's unilateral action constituted a substantial change in the competitive circumstances of his dealership agreement. The district court rejected the claim and awarded summary judgment to Amoco. On appeal, we affirmed and held that a non-discriminatory, system-wide policy adopted by the grantor of a dealership is not a substantial change in competitive circumstances. In so doing, we noted that an interpretation of the WFDL that allowed dealers to bring suit for system-wide non-discriminatory changes: would ... completely transform the relationship of a franchisor and franchisee-much as a law which said that a company could not alter its prices or products without its employees' consent would completely transform the employment relationship ... [and] would not serve the interest of the franchisees as a whole. 794 F.2d at 1241. The situation presented to the court today is not substantially different from that which we addressed in Remus. NIKE has implemented a policy that applies not only to East Bay, but to all retailers of NIKE AIR products nationwide. Moreover, the implementation of this policy does not appear to be an underhanded attempt on the part of NIKE to drive any individual dealer out of business and thereby usurp the good will which that dealer had generated in NIKE AIR products. On the contrary, it is apparent that NIKE's motivation was simply to ensure the satisfaction of its customers who purchase the NIKE AIR products. As in Remus, we hesitate to conclude that the Wisconsin legislature meant to preclude this type of business decision through its passage of the WFDL. In St. Joseph Equip. v. Massey-Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982), a federal district court sitting in diversity stated that the prohibitions of § 135.03 are not applicable in cases where the grantor undertakes a non-discriminatory withdrawal from a product market on a large geographical scale, i.e. withdrawal from the construction equipment market in North America. The court observed that “where the problem or the motivation for the grantor to act is larger than a question *1001 simply of the performance of a particular dealer, the WFDL's underlying purposes must govern.” Id. at 1248.7 As was noted by the court in St. Joseph, it would hardly be consistent with the purposes of the WFDL to permit individual dealerships, such as East Bay, to preempt the effective implementation of a non-discriminatory business decision such as the policy put forth by NIKE. Based on our own precedent, and in light of this persuasive reasoning, we conclude that NIKE's withdrawal of only a method of marketing the NIKE AIR product line was not a substantial change in the competitive circumstances of the dealership agreement and, as such, § 135.03 is not implicated. Cf. Van v. Mobil Oil Co., 515 F.Supp. 487, 490 (E.D.Wis.1981). The record shows, and East Bay does not dispute, that NIKE implemented the policy with respect to all of its retailers in the United States on an across-the-board, system-wide, non-discriminatory fashion. East Bay has not been terminated as a source of NIKE products, nor has it been deprived of the right to sell any line of NIKE products-including NIKE AIR. The policy implemented by NIKE simply mandates that NIKE AIR products may no longer be marketed by any means that preclude personal, individualized attention to the customer. East Bay, like all other NIKE dealers nationwide, is still encouraged to market NIKE AIR products through retail sales and direct solicitation to schools and athletic clinics. Finally, it is apparent that the policy is not a ploy by NIKE to appropriate the good will established by East Bay in marketing the NIKE AIR products in this region. Based on the non-discriminatory nature of NIKE's “no mail-order” policy, we hold that the requirement of good cause was not triggered in this case. Specifically, we conclude that there was no termination, non-renewal or cancellation of a dealership agreement; nor was there any substantial change in the competitive circumstances amounting to de facto or constructive termination of the dealership agreement. Simply put, NIKE's implementation of its “no mail-order” policy does not implicate § 135.03 under these circumstances. For the foregoing reasons, we AFFIRM the district court's grant of summary judgment.”)

Morley-Murphy Co. v. Zenith Electronics Corp., United States Court of Appeals, Seventh Circuit, April 10, 1998, 142 F.3d 373 (“Like many states, Wisconsin has a law that regulates the relationship between manufacturers and their dealers. See Wis. Stat. Ann. § 135.01 et seq. (West 1997) (Wisconsin Fair Dealership Law hereafter “WFDL”). Dealers invest in a great deal of firm-specific, or brand-specific, capital, in the goods that they carry, and many states have concluded that this leaves the dealers vulnerable to opportunistic manufacturer behavior; this belief in turn has led those states to intervene legislatively. The present case calls on us to decide whether Zenith Electronics Corp., a manufacturer of consumer electronic products, violated the WFDL when it decided not to renew its 58-year-old distributorship agreement with Morley-Murphy Co. as part of a nationwide strategy to shift from independent distributors to direct marketing. The district court granted Morley-Murphy's motion for partial summary judgment on liability, finding that Zenith had violated the WFDL. See Morley-Murphy Co. v. Zenith Elec. Corp., 910 F.Supp. 450 (W.D.Wis.1996). After the trial on damages, a jury awarded Morley-Murphy $2,374,629, which the district court confirmed in all regards. See Morley-Murphy Co. v. Zenith Elec. Corp., 942 F.Supp. 419 (W.D.Wis.1996). On appeal, Zenith claims both that its decision to terminate Morley-Murphy was permissible under the WFDL and that, even if the district court's summary judgment on liability was correct, the jury's award of damages was flawed in a number of respects. In presenting the facts relevant to the liability issue, we take them in the light most favorable to Zenith, the party that opposed the motion for partial summary judgment. JPM, Inc. v. John Deere Indus. Equip. Co., 94 F.3d 270, 272 (7th Cir.1996). Zenith is a Delaware corporation with its principal place of business in Glenview, Illinois, and Morley-Murphy is a Wisconsin corporation with its principal offices in Green Bay, Wisconsin. Until July 1, 1995, Morley-Murphy served as a distributor of Zenith's consumer electronic products under a series of annual distributorship agreements. For a long time, Morley-Murphy's territory covered most of Wisconsin and the Upper Peninsula area of Michigan, but in 1993, the territory expanded to include Iowa, western Wisconsin, Minnesota, North Dakota, and South Dakota. Paragraph 18 of the distributorship agreement specified that it was to “be governed by the laws of the State of Illinois.” During its 58-year association with Zenith, Morley-Murphy was apparently a very successful dealer, and in 1994 Zenith products accounted for a hefty 54% of Morley-Murphy's total business. Around that time, however, business was not rosy for Zenith. In fact, as is well documented in the Japanese Electronics Products litigation, the domestic consumer electronics industry in the United *375 States had been in a state of decline for more than 30 years. See generally Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 576-77, 106 S.Ct. 1348, 1350-51, 89 L.Ed.2d 538 (1986). Zenith had reported a net operating loss in nine of the last ten years prior to the events here, and in the last five years alone it had lost over $320 million. In the first half of 1995, right before it ended its relationship with Morley-Murphy, Zenith reported net operating losses of $60.8 million. This dismal trend inspired efforts at corporate reorganization. One aspect of Zenith's business that came under the microscope was its distribution system. Until the 1980s, Zenith had relied principally on a network of independent distributors like Morley-Murphy, who sold Zenith televisions and other products to small specialized retailers and a few large department stores. Since the mid-1980s, however, large discount consumer electronics retailers like Circuit City, Sears, and Best Buy began to account for more and more sales. Many of these companies operated their own distribution centers and insisted on dealing directly with manufacturers. By 1994, direct sales to large national retailers represented almost half of Zenith's sales volume, and its 15 remaining independent distributors sold only about 20% of its products. Zenith had to subsidize these latter sales through extra discounts that cost it millions of dollars a year. During the summer of 1993, Zenith organized a task force to study its sales and distribution system. That group reported back in February 1994 that Zenith could probably reap substantial savings if it converted to “one-step distribution,” in which its products would be shipped directly from its factories to the retailers' warehouses. In November 1994, Zenith adopted this recommendation, with the goal of full implementation by July 1, 1995. This led Zenith to write to Morley-Murphy on March 30, 1995, informing Morley-Murphy that it would be formally terminated as a distributor effective June 30, 1995. Importantly for Morley-Murphy's WFDL claim, Zenith's notice did not suggest any way in which Morley-Murphy could “cure” (within 60 days or any other time) the problem that lay behind the decision to terminate, and it did not identify any deficiency in Morley-Murphy's performance as a dealer. Shortly before the March 30 letter was sent, the parties met to discuss Zenith's impending move to see if litigation might be avoided. Zenith offered to allow Morley-Murphy to keep the “premium business,” which referred to television sets sold to companies that used them as premiums or gifts for employees and customers. Because “premiums” represented such a small percentage of its normal Zenith business, Morley-Murphy rejected that offer out of hand. As the district court noted in its partial summary judgment opinion, Zenith “terminated [Morley-Murphy] as part of a system-wide, nondiscriminatory change from two-step to one-step distribution intended to stem overall losses and improve financial performance by improving efficiency and the ability to respond to the demands of large retail buyers and by eliminating subsidies to distributors such as plaintiff.” 910 F.Supp. at 453. Zenith never bothered to determine whether Morley-Murphy, standing alone, was a profitable dealer, or if independent distribution in the upper Midwest might have been preferable to one-step distribution. Nor does the record show how successful Zenith's change in business strategy has been, or how its current financial health relates to this particular move. Upon termination of Morley-Murphy's dealership, Zenith took over sales to retail accounts in Morley-Murphy's former territory and has aggressively promoted its products there.   The initial question we must consider is a pure issue of law, which we of course review de novo: does the WFDL permit a grantor to terminate a dealership agreement for the kind of reason Zenith offered? The statute expressly addresses the issue of “cancellation and alteration” of dealerships in § 135.03: No grantor, directly or through any officer, agent or employe[e], may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause. *376 The burden of proving good cause is on the grantor. “Good cause,” in turn, is a defined term under the statute: “Good cause” means: (a) 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 (b) Bad faith by the dealer in carrying out the terms of the dealership. Wis. Stat. Ann. § 135.02(4) (West 1997). Although this court has previously construed these parts of the WFDL, see, e.g., Kealey Pharmacy & Home Care Svcs., Inc. v. Walgreen Co., 761 F.2d 345, 350 (7th Cir.1985); Remus v. Amoco Oil Co., 794 F.2d 1238, 1240-41 (7th Cir.1986), we are obviously not the last word on the subject. See Wright-Moore Corp. v. Ricoh Corp., 908 F.2d 128, 137-39 (7th Cir.1990) (citing Kealey and Remus when applying similarly structured Indiana law to distributor termination). We must instead ascertain how Wisconsin interprets its own law. The Wisconsin Supreme Court's most recent pronouncement on the subject came in Ziegler Co. v. Rexnord, Inc., 147 Wis.2d 308, 433 N.W.2d 8 (1988), which appeared after both Kealey and Remus. Rexnord manufactured construction, mining, and material-handling equipment. In 1980 it entered a one-year dealership contract with Ziegler, which blossomed a year later into a three-year agreement. In 1983, Rexnord informed Ziegler that it had decided to allow the agreement to expire. The parties held a series of meetings, at which Rexnord representatives offered Ziegler the opportunity to continue carrying its products by entering a “tight agency” sales representation agreement. Under that proposal, Ziegler's duties and compensation arrangements would have been materially different. As a dealer, Ziegler purchased Rexnord equipment and parts at a substantial discount off list price and sold them for whatever the market would bear. As a “tight agent,” Ziegler would have been entitled to a “less lucrative” fixed commission on each sale made within a particular territory (whether or not the company itself personally made the sale). Ziegler also would have been relieved of the obligations to carry an inventory of spare parts and to provide certain services. Apart from these points, the two arrangements were quite similar. Id. at 10. Ziegler nonetheless rejected Rexnord's offer, the dealership agreement expired, and Ziegler sued under the WFDL. Id. at 9-10. The Wisconsin Supreme Court described the question before it as follows: The real issue is whether a grantor (as defined in the WFDL) may alter its method of doing business with its dealers (as defined in the WFDL) to accommodate its own economic problems, or whether it must subordinate those problems-regardless how real, how legitimate, or how serious-in all respects and permanently if the dealer wishes to continue the dealership. We find that the grantor's economic circumstances may constitute good cause to alter its method of doing business with its dealers, but such changes must be essential, reasonable and nondiscriminatory. 433 N.W.2d at 11. Ziegler countered with the argument that the language of the WFDL does not permit a grantor to “alter a dealership for economic reasons relating to the grantor only,” id.-a position consistent with this court's holdings in Kealey and Remus. See Kealey, 761 F.2d at 350; Remus, 794 F.2d at 1240. The Wisconsin Supreme Court, over the objections of then-Justice Abrahamson, squarely rejected that interpretation: This position is unjust and unreasonable. The WFDL meant to afford dealers substantial protections previously unavailable at common law; however, the Wisconsin legislature could not have intended to impose an eternal and unqualified duty of self-sacrifice upon every grantor that enters into a distributor-dealership agreement.... It is obvious from [sec. 135.025(2) of the Act, which defines the purposes and policies of the WFDL] ... that mutual fairness must be present between the grantor and dealer and that the *377 legislature contemplated possible changes in existing dealership relations. 433 N.W.2d at 11. The Court concluded that “[t]he good cause element may be met if a dealer lacks substantial compliance with the terms of the new contract, provided the altered terms are essential, reasonable and nondiscriminatory. If the grantor is demonstrably losing substantial amounts of money under the relationship, it may constitute good cause for changes in the contract.” Id. at 12. The district court acknowledged the centrality of Ziegler to Morley-Murphy's claim, but it confined Ziegler's holding closely to the facts of that case. Morley-Murphy Co., 910 F.Supp. at 456-58. It found particularly important the fact that in Ziegler the grantor offered the dealer an alternative arrangement that would have continued the business relationship between the parties (albeit not as a dealer and thus presumably outside the scope of the WFDL). Id. at 456-57. According to the district court, Ziegler did not contemplate actual terminations for economic duress, but only “essential, reasonable and not discriminatory” changes to an ongoing relationship. Id. Here, apart from the token offer of the premium business, Zenith wanted a complete termination of the relationship between the two parties. In the district court's view, it would stretch the language of § 135.02(4)(a) to the breaking point if the statute tolerated market withdrawal as a term that could be imposed for good cause. Id. at 457. We agree with the district court that one must strain to interpret the WFDL as permitting dealer termination as one form of grantor restructuring. Cf. Kealey, 761 F.2d at 350; Remus, 794 F.2d at 1240. However, that strain does not arise because of the difference between complete termination and a lesser change in the parties' legal relationship (e.g., from dealer to independent agent). Instead, it is a natural consequence of the Wisconsin Supreme Court's interpretation of “good cause” in Ziegler. Then-Justice Abrahamson (joined by then Chief Justice Heffernan) pointed this out to her colleagues in her concurring opinion, where she said that “the interpretation adopted by the majority opinion ignores the plain language of the statute and subverts the legislative intent and purpose underlying the Wisconsin Fair Dealership Law.” 433 N.W.2d at 14. By expanding the concept of “good cause” in § 135.02(4) to cover at least some cases in which the grantor's economic circumstances impelled the proposed change, cf. id. at 15, the Wisconsin Supreme Court opened the door to grantor arguments like Zenith's for any case falling under § 135.03, which addresses both cancellation and alteration of agreements. We see nothing in Ziegler that limits the concept of “change” to minor alterations that do not disrupt the basic underlying relationship. Like a switch from a dealership to a “tight agency” or a restructuring that leaves only the premium business in the dealer's hands, a termination is surely a “change” in the parties' relationship. Section 135.03 itself does not distinguish, for purposes of the good cause requirement, among actions that “terminate, cancel, fail to renew or substantially change” the dealership agreement. Thus, if Rexnord was entitled to argue that its own economic circumstances constituted good cause for its attempted change and its ultimate termination of Ziegler's dealership, we see no logical reason why Zenith cannot attempt to do the same with respect to Morley-Murphy's dealership. Cf. East Bay Running Store, Inc. v. NIKE, Inc., 890 F.2d 996, 1000 n. 6 (7th Cir.1989) (recognizing, but not deciding, that contrary to what Remus held, Ziegler seemed to contemplate a grantor-based inquiry).   The Wisconsin Supreme Court was careful to limit this kind of grantor-based good cause, so that grantors would not be able to terminate merely upon a showing that they believed they could make more money without the particular dealer. Instead, the Court held: The need for change sought by a grantor must be objectively ascertainable. The means used by a grantor may not be disproportionate to its economic problem. What is essential and reasonable must be determined on a case-by-case basis. The dealer is also protected from discriminatory treatment. This requirement preserves a dealer's competitive position in regard to other dealers and effectively discourages a *378 grantor from acting on improper motives but, because it presumptively requires systemic changes, it tends to reinforce the requirement that the change be essential. 433 N.W.2d at 13. Under this passage, the grantor must therefore show three things in order to justify its proposed change: (1) an objectively ascertainable need for change, (2) a proportionate response to that need, and (3) a nondiscriminatory action. The context of Ziegler makes it clear that these criteria apply to all changes, including terminations. We therefore conclude that the district court erred in granting partial summary judgment for Morley-Murphy on liability. The case must be remanded so that Zenith has an opportunity to prove that its particular circumstances qualified as “good cause” under the statute for the steps it took. “)

Wisconsin Music Network, Inc. v. Muzak Ltd. Partnership, United States District Court, E.D. Wisconsin, December 4, 1992822 F.Supp. 13321993-1 Trade Cases P 70, 176 (“Wisconsin Fair Dealership Law -- WMNI's argues that Muzak has “terminated” it without good cause in violation of the *1336 WFDL.5 The Court must first determine the character of this dispute. WMNI claims this is a termination case. It has argued extensively that Muzak and WMNI currently have a valid agreement, identical in form to the 1980 Agreement.6 (WMNI's Post–Hearing Brief, p. 20, § C.) Muzak argues that WMNI simply refuses to sign onto the new agreement. Under the terms of the 1980 Agreement, Muzak was required to offer WMNI a new agreement in March of 1989 which “shall correspond to the form of license agreement which Licensor (Muzak) was then bona fide offering to licensees or prospective licensees....”. (1980 Agreement, § 3, p. 13) Because Muzak had no agreement to offer at that time, it extended WMNI's franchise on a month to month basis (as it did with other affiliates) according to the terms of the 1980 Agreement. Because the parties agreed to operate under the terms of the 1980 Agreement, on a month to month basis until a new agreement could be offered to all like situated affiliates, the 1980 Agreement expired upon appearance of the new agreement. No other conclusion can be drawn from these facts. Now that the new agreement has been presented, WMNI cannot claim that it is being terminated. In relation to the proposition that the offer of a new contract with different terms amounts to a termination, Judge Shabaz, in Meyer v. Kero–Sun, Inc. stated, “Although interesting and novel, the theory is nonsense.” 570 F.Supp. 402, 406 (W.D.Wis.1983) The Wisconsin Supreme Court, on similar facts, concluded in Ziegler v. Rexnord: “This case does not involve a termination of the original contract, but rather a failure to renew the relationship because the dealer allegedly refuses to substantially comply with essential, reasonable and non-discriminatory requirements sought to be imposed on the dealer by the grantor.” 147 Wis.2d 308, 433 N.W.2d 8, 14 (1988). The only logical interpretation of the facts is that Muzak is failing to renew WMNI because of WMNI's refusal to sign onto the new agreement. Ziegler examined § 135.03 of the WFDL and determined that a grantor may fail to renew a dealer if it can show good cause.7 Accordingly, Muzak must shoulder the burden of establishing good cause for its failure to renew. See ftn. 5, Wis.Stat. § 135.03. Good cause pursuant to § 135.02 focuses on the dealer's refusal to comply with non-discriminatory, essential and reasonable requirements imposed or sought to be imposed by the grantor. Since WMNI's refusal to comply is established, the Court must now determine whether the proposed changes contained in the new agreement are 1) non-discriminatory, 2) essential, and 3) reasonable. If they are, The WFDL does not afford WMNI any relief. Muzak's Treatment of like-situated Affiliates -- WMNI contends that Muzak is discriminating against it because only one hundred (100) of one hundred and sixty (160) *1337 affiliates have been required to sign the new agreement. (WMNI's Reply Memoranda, p. 5) Further, of these remaining sixty (60), there are affiliates with expired agreements that have not been forced by Muzak to sign the new agreement. The affiliates referenced by WMNI are Washington, D.C., and those owned by Comcast. (WMNI's Reply Memoranda, p. 5) However, with the exception of the Washington, D.C. affiliate, the remaining affiliates are not similarly situated because their agreements with Muzak have not expired. Per a 1979 letter agreement with Muzak, Comcast acquired or could acquire various affiliates. Paragraph 7 of that agreement provides that “Anything in the Agreement notwithstanding, the term of the Agreement shall be 15 years from the date thereof.” (Muzak's Preliminary Hearing Exhibit 130, p. 3, see also Jester Testimony, p. 24, L. 8–12 and p. 30, L. 3–9) Therefore, the agreements of these Comcast affiliates do not expire until 1994. (Jester Testimony, P. 68, L. 10–19 and L. 20–25) Thus, Washington, D.C. is the only “like-situated” affiliate not to have signed the new agreement. For purposes of the WFDL, Muzak must treat the Washington, D.C. affiliate as it is treating WMNI. The evidence shows that it has done so. The Washington, D.C. affiliate, (Music, Inc.) is required, as is WMNI, to sign the new agreement or not be renewed. (February 6, 1992 letter, Muzak's Hearing Exhibit 129) Accordingly, the Court finds that Muzak is not discriminating against WMNI in violation of the WFDL. The Essential and Reasonable Requirements of the New Agreement -- WMNI advances two arguments that the provisions of the MTA program in the new agreement are not essential and reasonable. First, because Muzak has not forced the other affiliates with unexpired agreements to sign on, the MTA must not be an essential program. (WMNI's Post–Hearing Brief, p. 19–20) Muzak and the IPMA counter that the MTA is a competitive necessity. Among the many features of the MTA is the ability to provide uniform service, achieve economies of scale, negotiate standardized rates, and a single service contract rather than a separate contract for each location. (Muzak's Opposition Brief, p. 4 and Muzak's Post–Hearing Brief, p. 5–6; Johnson [Montgomery Ward] Affidavit ¶ 2; Westling [Dayton Hudson] Affidavit ¶ 7; Hanson [Famous Footwear] Affidavit, ¶ 4, “If Muzak had been unable to offer us a national contract, we would have gone with another music provider.”; Boyd Affidavit, ¶ 8, Raddatz Affidavit ¶ 8, “We would have lost the Walgreen's Account if not for our ability to provide national service.”) In fact, John Carroll, who negotiated the new agreement on behalf of the IPMA, stated at his November 12, 1992 deposition, “It was the perception of the IPMA and the IPMA Board of Directors that Muzak was, for want of a better phrase, having its brains beaten out in the national account marketplace by 3M and AEI and ... absent a multi-territory account provision, we would see our subscriber base—franchisees—would see their subscriber base completely undermined.” (Carroll Deposition, p. 65–66) WMNI offers a weak response to the evidence that the MTA is an essential and reasonable program. Its argument that Muzak's decision not to force affiliates operating under valid, unexpired agreements to comply proves the MTA is not essential fails to take into account two key facts. First, those agreements have yet to expire, and second, in every case where an affiliate's agreement has expired, Muzak has uniformly required the affiliate to sign the new agreement that includes the MTA program. In essence, WMNI is asking the Court to require Muzak to attempt to renegotiate the remaining 59 unexpired agreements before Muzak can prove the MTA program is reasonable and essential. The Court declines to do so and accepts the evidence provided by the Board of Directors of the IPMA, counsel for the IPMA, and various national subscribers as more than sufficient to show that the MTA program is essential and reasonable.”)

Meyer v. Kero-Sun, Inc., United States District Court, W.D. Wisconsin, August 11, 1983570 F.Supp. 402 (“It is the contention of J.D. Sales that the actions of KS, both before and after the issuance of the preliminary injunction in this case, constitute notice of nonrenewal of the agreements between the parties which were scheduled to expire on April 1, 1983. Therefore, J.D. Sales argues, the relationship between the parties terminated on that date. The Court does not agree. Plaintiff's position is utterly without merit and constitutes bootstrapping of the most odious sort. 1 The WFDL is a legislative scheme designed to protect the inherently weaker grantee of a dealership from the power of the stronger grantor. Designs in Medicine, Inc. v. Xomed, Inc., 522 F.Supp. 1054 (E.D.Wis.1981). It is fair to say that the legislature viewed dealership arrangements as contracts of adhesion, the grantee being in no position to resist the terms that the grantor might wish to impose, and attempted to equalize the bargaining position of the grantee. The WFDL forbids cancellation, termination or nonrenewal of a dealership by the grantor except for good cause, a term that is defined, generally, as failure or bad faith on the part of the grantee. Nor can the grantor substantially change the competitive circumstances of the dealer. The law provides that a grantor who violates the WFDL in any of these respects is liable for damages, costs and attorney fees. And the grantee is given liberal access to injunctive relief. Strict notice requirements are provided and contractual terms which are contrary *406 to the WFDL are void. Finally, for termination, a dealer has recourse to a liberal repurchase of inventory provision in addition to the other remedies. J.D. Sales brought this suit seeking damages and injunctive relief in order to remedy what it viewed as a substantial change in competitive circumstances which, according to the express intentions of KS, was to take place when the old contracts expired and new contracts were offered on April 1, 1983. This Court issued a preliminary injunction forbidding the grantor from carrying out this action. J.D. Sales now wishes to treat the actions of KS, including the pre-injunction letter and KS' further statements concerning the new contracts in addition to the offer of a new contract which would have undermined the exclusivity of the prior agreements, as a termination. According to J.D. Sales, KS' actions amount to a termination apparently because KS did not accede to a continuation of the relationship on precisely the same terms as the contracts which were scheduled to expire on April 1, 1983. In other words, the offer of a new contract with different terms amounts to a termination. Although interesting and novel, the theory is nonsense. The Court noted, when it issued its preliminary injunction, that the law forbids both substantial change in competitive circumstances and nonrenewal, and that a grantor could hardly expect to be allowed to change competitive circumstances at the time for renewal. Since the intent of the law is to equalize the bargaining power of the parties, neither can the law be read to allow a dealer to treat a change in competitive circumstances as a termination or nonrenewal.   The Court must hold that the terms “substantial change in competitive circumstances” and “nonrenewal” or “termination” to be mutually exclusive. It is axiomatic that statutes should be construed to give words their ordinary meaning and to carry out the purposes for which they were enacted. In the context of the WFDL, “termination,” “cancellation” and “nonrenewal” clearly mean the act of the grantor which ends the relationship between the parties. (Hereinafter, these terms will be collectively referred to as “termination.”) As J.D. Sales concedes, nothing done by KS explicitly shows an intent to end the relationship. Rather, KS attempted to make a significant change in the relationship when the old contracts expired. The Court's view of the term termination is based upon the context. The Uniform Commercial Code, § 2–106 (Wis.Stats., § 402.106(3)) states: “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. While this language might lend some support to the position of the plaintiff here, the definition is not expressly applicable to the WFDL. The UCC definition talks in terms of ending the contract, not the relationship. The WFDL, on the other hand, is a statutory scheme of regulation of a very specific type of relationship. While the published cases are almost silent on the precise question here, logic dictates that the remedies for termination should be available only for unequivocal terminations of the entire relationship. In St. Joseph Equipment Co. v. Massey-Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982), the Court suggested, but did not hold, that the defendant's withdrawal from a product market could be interpreted as either a termination or a substantial change in competitive circumstances. That defendant did not expressly terminate the agreement but merely notified the dealer of the decision. This Court believes that such an act would constitute an unequivocal termination. The only exception would be if the product line discontinued was an insignificant factor in the dealer's business, in which case there could probably be no legitimate claim that the change in competitive circumstances was substantial. Thus, to the extent St. Joseph suggests that the same act can be either a termination or change in competitive circumstances, this Court respectfully disagrees.   The WFDL is to be liberally construed to effectuate its purposes, Wis.Stats., § 135.025, the major purpose being the continuation of dealerships on a “fair basis.” The acts of KS in this case evidence an attempt to change the relationship in a substantial way, not to terminate it entirely. It would be manifestly unfair to allow a dealer to invoke the termination remedies for even substantial changes when the dealer has at its disposal provisions to stop the changes. An adoption of the position of J.D. Sales in this case would allow a dealer who is facing changes of an even insubstantial nature at the time of renewal to treat the offer of a new contract as a termination of the old one. And, in a contract which was nonrenewable, the offer of an identical contract by the grantor could give rise to an action for termination by a dealer who wished to end the relationship but wanted to gain the advantage of the termination remedies. The existence of the remedies for substantial change in competitive circumstances makes this Court's decision comport with the underlying logic of the WFDL. Without it, the economically stronger grantor could impose substantial changes on the dealer at the time of renewal, effectively terminating the relationship. However, the law provides that the dealer can enjoin such changes and insure the continuation of the dealership relationship on a fair, essentially unchanged, basis for as long as he wishes. To allow more, as J.D. Sales tries to claim here, would give the dealer precisely the kind of power the legislature decided was improper in the hands of the grantor. That power is the power to dictate terms at the time of renewal, forcing the grantor to accept the status quo (perhaps even to accept other demands) or to face a termination action. And, far from lending support to J.D. Sales' position here, the existence of a preliminary injunction makes it perfectly clear that the action for enjoining substantial changes in competitive circumstances was the beginning and end of the remedies due to J.D. Sales under the law. That action would make the plaintiff whole. The brief of the plaintiff suggests that the injunction only enjoined KS from changing the competitive circumstance until the contracts expired. Such a reading of the injunction makes the injunction, which is essentially worded as plaintiff requested, a nullity. As was evident from the Court's decision, the contracts themselves forbade an undermining of the exclusivity of J.D. Sales' territory during the contract period. The injunction was sought, and was granted, to enjoin a future act which was not even scheduled to occur until after the expiration of the agreements on April 1. This view is consistent with that taken by J.D. Sales when it filed its preliminary pre-trial report on March 28, 1983. Its change of position since then is suspect. Accordingly, plaintiff's motion for summary judgment on its amended complaint alleging termination of the dealership will be denied.”)

Jungbluth v. Hometown, Inc., Supreme Court of Wisconsin, May 23, 1996201 Wis.2d 320548 N.W.2d 519 (“The nature of this controversy involves a statutory interpretation of the Wisconsin Fair Dealership Law (WFDL), Wis.Stat. Ch. 135 (1993–94). The plaintiff-respondent-petitioner Michael Jungbluth (Jungbluth) seeks review of a published decision of the court of appeals, Jungbluth v. Hometown, Inc., 192 Wis.2d 450, 531 N.W.2d 412 (Ct.App.1995), reversing a judgment of the circuit court which had awarded Jungbluth damages and attorney fees totalling over $25,000, for the defendant-appellant Hometown, Inc.'s (Hometown) violation of the 90–day notice requirement in Wis.Stat. § 135.041 (1993–94).2 Finding the statute at issue to be ambiguous, the court *323 of appeals opined that the notice requirement of Wis.Stat. § 135.04 applies to a substantial change in the competitive circumstances of a dealership agreement. Jungbluth, 192 Wis.2d at 456, 531 N.W.2d 412. The appellate court further held that because Hometown's conduct was permitted under the terms of the lease agreement, no substantial change in competitive circumstances of the dealership agreement had occurred. Id. at 462, 531 N.W.2d 412. On review before this court, Jungbluth raises two issues for our consideration. The first question is a very narrow one, and requires us to consider whether the court of appeals' attachment of the phrase “of a dealership agreement” on the end of the “substantial change in competitive circumstances” language in Wis.Stat. § 135.04 conflicts with the remedial purpose underlying the WFDL, as enunciated by the legislature. In accord with the well-established goal of statutory interpretation, we conclude that the insertion of the phrase “of a dealership agreement” within the statute would profoundly undermine the expressed intent of the legislature. The decision of the court of appeals unnecessarily confers power upon the grantor, a party the legislature has already concluded enjoys superior bargaining power, at the expense of the inherently inferior dealer. The second issue before this court requires us to determine whether Hometown's conduct substantially changed the competitive circumstances of Jungbluth's dealership so as to require notice pursuant to Wis.Stat. § 135.04. Based upon the facts before us, we conclude that the seven-month period of construction, during which Hometown replaced the fuel storage tanks and embarked upon an extensive remodeling of the service station premises, constituted a substantial change in competitive circumstances. As **521 such, Hometown was *324 required to provide Jungbluth with 90 days' prior written notice as stated in § 135.04, before undertaking such action. We therefore reverse the court of appeals' decision to the contrary. The relevant facts on this appeal are uncontested. In September 1990, Jungbluth and Hometown executed a lease agreement and a representative agreement by which Jungbluth would operate a service station owned by Hometown and located in New Berlin. Jungbluth had engaged in the ownership and operation of service stations in the Milwaukee suburbs since the early 1980's. Under the terms of the dealership agreement, Hometown had reserved the right to install underground fuel storage tanks; and though not expressly articulated, Jungbluth does not contest Hometown's authority to remodel the service station. At the time the dealership agreement was signed, the station consisted of three service bays, a business office and convenience store, a lighted, paved driveway with access area, two gasoline islands equipped with pumps, eight dispensing hoses, and three grades of gasoline. During the early part of October 1990, while Jungbluth was preparing to begin operation and promotion of the station, Hometown conducted routine testing on the underground gasoline storage tanks. Although the initial tests yielded inconclusive results for tank defects, Hometown was aware at that time that the tanks may have to be replaced. Rather than informing Jungbluth of this potential delay in operations, Hometown turned over control of the pumps to him on October 31, 1990. Shortly thereafter, additional tests conducted on November 7, 1990, confirmed that the tanks were leaking and would have to be replaced. In accord with federal and state regulation, Hometown immediately undertook the appropriate action to *325 replace the tanks, informing Jungbluth that such a process typically required a window of two to four weeks. During this period of tank replacement, soil contamination was discovered in the area near the old pumps. Steps to remediate the contaminated area were immediately undertaken by Hometown. As this work progressed, Hometown unilaterally decided to implement a service station remodeling plan, without any prior notification to Jungbluth. The renovations consisted of a new canopy, lights, islands and pumps. The remediation, tank replacement and remodeling involved a construction period which spanned from November 1990 through July 1991. The seven-month renovation of the station caused a substantial disruption in Jungbluth's business, as his consumer fuel availability was reduced to one functioning pump providing regular unleaded gasoline, and the station premises were in constant disrepair. Thereafter, Jungbluth brought this action under the WFDL seeking damages for the losses incurred during the extensive period of excavation, a project initiated by Hometown without notification, as required by Wis.Stat. § 135.04. The complaint alleged that Hometown had “failed to notify the Plaintiff at least ninety (90) days prior to substantially changing the competitive circumstances of MICHAEL JUNGBLUTH'S dealership.” Jungbluth, 192 Wis.2d at 454–55, 531 N.W.2d 412. A trial to the court was held in October 1993, the Honorable Michael J. Skwierawski presiding. Jungbluth presented evidence which demonstrated that the disarray of his service station operations precluded him from realizing sales of gasoline, convenience-store goods, auto repair items, and labor charges associated with auto repair. The circuit court concluded that *326 Hometown's actions had substantially changed Jungbluth's competitive circumstances, and thus, their failure to provide 90 days' prior written notice had violated Wis.Stat. § 135.04. Id. at 456, 531 N.W.2d 412. The court affixed Jungbluth's damages at $4,666.38, and awarded $21,000 in attorney fees as permitted by the fair dealership law. Id. at 455, 531 N.W.2d 412; see also Wis.Stat. § 135.06. The court of appeals reversed the decision of the circuit court, holding that the phrase “of a dealership agreement” should be inserted into Wis.Stat. § 135.04 so as to harmonize what the court felt was an ambiguous section with Wis.Stat. § 135.03, while still remaining within the meaning and intent of the legislature. Jungbluth, 192 Wis.2d at 458, 531 N.W.2d 412. The appellate court's conclusion arose from the argument as advocated **522 by Hometown, in which it claimed that § 135.04 must be read in conjunction with § 135.033 to require 90 days' notice when the grantor substantially changes the competitive circumstances of the dealership agreement. Id. at 456, 531 N.W.2d 412. The court thereafter considered the question of whether Hometown's actions constituted a substantial change in the competitive circumstances of Jungbluth's dealership agreement. Contemplating the fact that fuel tank replacement and service station remodeling were allowed under the agreement, the court of appeals concluded that no substantial change in the competitive circumstances of the dealership agreement had occurred, and thus, the notice requirement *327 expressed in Wis.Stat. § 135.04 had not been triggered. Id. at 462, 531 N.W.2d 412.”)

Jungbluth v. Hometown, Inc., Supreme Court of Wisconsin, May 23, 1996201 Wis.2d 320548 N.W.2d 519 (“An interpretation of the meaning of a statute presents a question of law. J.A.L. v. State, 162 Wis.2d 940, 962, 471 N.W.2d 493 (1991). As such, we employ a de novo standard of review in ascertaining the intent of the legislature. Ball v. District No. 4, Area Bd., 117 Wis.2d 529, 537–38, 345 N.W.2d 389 (1984). This court's first resort is to the plain language of the statute itself. If the meaning of the statute is plain, we are prohibited from looking beyond the language to ascertain its meaning. Marshall–Wis. Co., Inc. v. Juneau Square Corp., 139 Wis.2d 112, 133, 406 N.W.2d 764 (1987). The duty of the court is merely to apply that intent to the facts and circumstances of the question presented. J.A.L., 162 Wis.2d at 962, 471 N.W.2d 493. If and only if the language of the statute does not clearly or unambiguously set forth the legislative intent, however, will this court construe the statute so as to ascertain and carry out the legislative intent. Green Bay Redev. Auth. v. Bee Frank Inc., 120 Wis.2d 402, 409, 355 N.W.2d 240 (1984). In such case, we examine the history, context, subject matter, scope and object of the statute. Id. In the exercise of this process, we are guided by a fundamental axiom of judicial construction which is to avoid any result that would be absurd or unreasonable. Id. I. 4 The first issue that we address is whether the court of appeals' insertion of the phrase “of a dealership agreement” into Wis.Stat. § 135.04 is at odds with the legislative purpose and intent of the fair dealership law. We conclude that indeed it is. In drafting the regulatory framework of the WFDL, the legislature very clearly articulated the intent and purpose to be embodied within the statute: (2) The underlying purposes and policies of this chapter are: (a) To promote the compelling interest of the public in fair business relations between dealers and grantors, and in the continuation of dealerships on a fair basis; (b) To protect dealers against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power in the negotiation of dealerships; (c) To provide dealers with rights and remedies in addition to those existing by contract or common law; See Wis.Stat. § 135.025(2) (emphasis added). In addition, in Wis.Stat. § 135.025(1), the legislature sought to ensure that this statutory section would be “liberally construed and applied to promote its underlying remedial purposes and policies.” In light of this legislative directive, we consider the ramifications of the appellate court's expansion of the statutory language at issue. In this case, the court held that the notice requirement of Wis.Stat. § 135.04 applies to a substantial change in competitive **523 circumstances of a dealership agreement, Jungbluth, 192 Wis.2d at 456, 531 N.W.2d 412, and because Hometown's conduct was permitted under the parties' contract, no violation of the *329 notice provision had occurred. Id. If this court were to adopt such a reading of § 135.04, a grantor would not be required to provide a dealer with 90 days' prior written notice unless the grantor's actions substantially altered a specific term of the dealership agreement. Therefore, as long as the dealership agreement, as drafted by the grantor, provides the basis for the grantor's conduct, notice will not be required, despite the patently disadvantageous position into which a dealer may be placed. It is this result that we must consider in the present case. Jungbluth asserts that the appellate court's decision has undermined the intent of the legislation because it seeks to protect a piece of paper, the dealership agreement, rather than the individual business person, or dealer, who inherently occupies a position of inferior economic and inferior bargaining power. See Wis.Stat. § 135.025(2)(b). We agree. By insulating the dealership agreement, the court of appeals' decision protects those terms which the grantor was able to “negotiate” at the onset of the business venture. The problem with this result, however, is that it overlooks a fundamental aspect of the nature of the grantor-dealer relationship. The dealership agreement is generally drafted by the grantor, who is in a position of both superior economic and superior bargaining power.5 The result of *330 this disparity in the parties' relative positions is identifiable in the terms of the dealership agreement. Judicial protection of the terms of the agreement, rather than the individual dealer, or his business, systematically elevates the rights of the grantor over those of the dealer. We find that this outcome runs contrary to the explicit purpose of the WFDL “[t]o protect dealers against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power in the negotiation of dealerships.” See Wis.Stat. § 135.025(2)(b). A decision which clearly strengthens the relative position of grantors at the expense of dealers does not embrace the spirit of the fair dealership law. We cannot conclude that the WFDL was formulated to simply protect the dealership agreement. Limiting the protective scope of this regulatory scheme to the terms of the grantor-generated contract obfuscates the question of who should be protected by the statute. While we recognize that the dealership agreement is essential in defining the various terms of the business relationship between the parties, we are also mindful that the relationship itself can be one-sided, typically characterized by unequal bargaining power and economic dependence.6 Therefore, one should not focus merely upon *331 contractual provisions. By doing so, the shared financial interests and interdependence which creates a community of interest among the parties may be overlooked. The interpretation of Wis.Stat. § 135.04 offered by the court of appeals fails to protect dealers in the day to day operations of their respective businesses.7 The statutory **524 notice requirement provided in § 135.04 is designed to afford the dealership the opportunity to react and protect itself from the potentially devastating affects of an overreaching grantor, who with superior bargaining power, changes the competitive circumstances, not of the dealership agreement, but rather the business itself. The principle that the notice *332 requirement is designed to protect the small business person, not the document memorializing the parties' arrangement, was recognized in the case of St. Joseph Equip. v. Massey–Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982)8, wherein Judge Evans explained: Even in cases such as this one, where there are no deficiencies for a dealer to cure, it furthers the Act's policy of fairness in business relations to require the grantor to provide the dealer with notice of an impending change in his business circumstance. For even if the dealer is without power to rectify the problem and forestall future changes in his business operations, fairness would provide him with a reasonable opportunity to arrange for the orderly accomplishment of whatever changes are to be wrought including, if necessary, the investigation of new dealership opportunities. *333 Id. at 1249. (Emphasis added). The significance of the statutory notice requirement is virtually self-evident. It is designed to afford the economically inferior dealership the opportunity to mitigate financial loss in the aftermath of an arbitrary imposition of substantial change by the grantor, furthering the statute's policy of insuring fairness in dealership relations. Hometown's position that the remodeling project was permitted under the dealership agreement, and therefore required no notice, despite the project's dramatic effect on Jungbluth's business circumstances, contravenes the equitable principles encompassed within the notice provision of the WFDL. The argument is based upon the court of appeals' interpretation of Wis.Stat. § 135.04. Finding that interpretation unworkable in the daily operations of the business community, we conclude that the appellate court's insertion of the phrase “of a dealership agreement” into the “substantial change in competitive circumstances” language in Wis.Stat. § 135.04 is in direct conflict with the clearly pronounced objectives provided by the legislature within the WFDL. Judicial protection of the terms of a dealership agreement, **525 though meaningful in *334 many other respects, should not come at the expense of the dealer, a party whom the legislature has sought to empower with an equalized bargaining position relative to that of the grantor. We disagree with the court of appeals' reasoning on this issue.”)

Jungbluth v. Hometown, Inc., Supreme Court of Wisconsin, May 23, 1996201 Wis.2d 320548 N.W.2d 519 (“Next, we consider whether Hometown's conduct substantially changed the competitive circumstances of Jungbluth's business so as to require proper notice under Wis.Stat. § 135.04. Reasoning that a dealership is nothing more than a dealership agreement, the court of appeals concluded that because the agreement permitted Hometown to replace fuel tanks and remodel the station, it had not substantially changed the competitive circumstances of the dealership agreement, and therefore, no notice was required. Jungbluth, 192 Wis.2d at 462, 531 N.W.2d 412. We disagree with this conclusion, however, as it is premised upon the appellate court's erroneous insertion of the phrase “of the dealership agreement” into § 135.04, as discussed above. Moreover, the quoted authority from Super Valu Stores, Inc. v. D–Mart Food Stores, Inc., 146 Wis.2d 568, 431 N.W.2d 721 (Ct.App.1988), relied upon by the appellate court, is not controlling here, as the holding in that case involved a grantor's alleged violation of Wis.Stat. § 135.03, not the notice provision in § 135.04 before us today. We agree with the finding of the circuit court that the actions of Hometown substantially changed the competitive circumstances of Jungbluth's dealership, and therefore reverse the court of appeals' holding to the contrary. The evidence presented at trial overwhelmingly supports Judge Skwierawski's conclusion that Jungbluth's competitive circumstances were dramatically *335 affected by the construction that took place. Photographs contained within the record clearly depict the station as completely torn apart, resembling a virtual combat zone. For seven months, the dealership was under construction, and both lower courts concluded that Jungbluth's customers, at times, were unable to determine whether or not the service station was open for business. After reviewing the photographic evidence, it certainly would not appear to be open to a mere passerby. The dealership went from offering three grades of gasoline to merely one, and from two lighted gasoline islands in front of the premises to one on the side of the building. The once lighted, paved driveway and service area was transformed into an unlighted obstacle course in which patrons would have to traverse a moat-like trench through gravel and mud to reach a temporary office housed within a service bay. Furthermore, Jungbluth was forced to sell convenience store items out of a secondary service bay, which in turn, limited his capacity to perform auto repairs. The nature of the change in Jungbluth's competitive circumstances, which occurred as a result of the extensive remodeling project undertaken by Hometown was substantial, inhibiting his ability to operate his dealership on a daily basis. Jungbluth was unable to develop his clientele as well as the reputation of his business, as he was powerless in his attempts to realize profit from the sale of gasoline, convenience-store goods, auto repair items, or labor associated with auto repairs. Moreover, his competitive position among the five other service stations located within one mile of his dealership was certainly diminished given his continued inability to fully service the limited number of customers that he was able to attract. We find that the only reasonable manner in which these facts can be viewed is to conclude that the seven-month service station remodeling project substantially changed the competitive circumstances of Jungbluth's dealership. The fact that the dealership agreement permitted Hometown to act in this regard did not relieve it from the obligation of formal notification prior to the impending action. In furtherance of the well-defined policies and purposes articulated within the WFDL, we conclude that Hometown was required to provide 90 days' prior written notice in accord with Wis.Stat. § 135.04. Having failed to comply with this statutory mandate, we conclude that Jungbluth is entitled to the award of damages and attorney fees as prescribed by the circuit court. The decision of the court of appeals is reversed.”)

Super Valu Stores, Inc. v. D-Mart Food Stores, Inc., Court of Appeals of Wisconsin, September 22, 1988146 Wis.2d 568431 N.W.2d 721 (“The Wisconsin Fair Dealership Law, ch. 135, Stats., was enacted to “promote the compelling [public] interest ... in fair business relations between dealers and grantors” and to “protect dealers against unfair treatment by grantors....” Sec. 135.025(2)(a) and (b). In furtherance of those goals, sec. 135.03 provides that “[n]o grantor ... may ... substantially change the competitive circumstances of a dealership agreement without good cause.” Cahak argues that Super Valu's announcement that it was planning to open another store in the area “substantially changed the competitive circumstances of D-Mart” in violation of sec. 135.03, Stats. We disagree. Cahak made the same argument to the trial court, and the court rejected it, relying on Judge Warren's rationale in a federal district court case, Brauman Paper Co. v. Congoleum Corp., 563 F.Supp. 1 (E.D.Wis.1981). In that case, the dealer, Brauman, attempted to enjoin the licensor, Congoleum, from awarding a dealership to a third party, claiming that this would violate sec. 135.03, Stats. The court rejected the claim, noting that the dealership agreement between Brauman and Congoleum was not exclusive, and holding: If the dealership agreement is not exclusive, then Congoleum's appointment of a new dealer will not “substantially change the competitive circumstances of the dealership agreement.” “Dealership,” as defined in section 135.02, “means a **725 *575 contract or agreement....” Thus, the appointment of a new dealer will not change the competitive circumstances of the dealership agreement of an existing dealer unless that agreement provides for exclusivity. Brauman, 563 F.Supp. at 3 (emphasis in original; citation omitted). Cahak has referred us to three other federal district court cases, Meyer v. Kero-Sun, Inc., 570 F.Supp. 402 (W.D.Wis.1983), St. Joseph Equipment v. Massey-Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982), and Van v. Mobil Oil Corp., 515 F.Supp. 487 (E.D.Wis.1981), claiming that they compel the opposite result. Two of them, however, are irrelevant to this case and the third has little, if any, value as precedent. Meyer is inapposite because the dealership agreement there provided the dealer with an exclusive area of operations. Cahak's agreement was nonexclusive. In St. Joseph, the licensor, Massey-Ferguson, withdrew its entire product line from sale in North America. The court, while remarking that such action could be considered “a de facto termination of the Dealership Agreement” within the meaning of the prohibition in sec. 135.03, Stats., against “terminat[ing such dealerships] ... without good cause,” nonetheless held that the statute did not apply to Massey-Ferguson's withdrawal from the market. St. Joseph, 546 F.Supp. at 1247. In the third case, Van, the licensor unilaterally cancelled the dealer's credit, requiring him to pay cash for all future deliveries of gasoline to his station. The court denied the licensor's motion for summary judgment, rejecting the argument that, as a matter of law, the change in credit terms did not constitute a change in the dealer's competitive circumstances and did not alter the dealership agreement. While there is *576 language in Van that might be considered inconsistent with the excerpt from Brauman quoted above-even though both were written by the same judge-we think the reasoning in Brauman, a more recent case, is the more appropriate. We note, too, that that reasoning finds support in other, still more recent, cases. See, e.g., Computronics, Inc. v. Apple Computer, Inc., 600 F.Supp. 809, 813 (W.D.Wis.1985); Kinn v. Coast Catamaran Corp., 582 F.Supp. 682, 686 (E.D.Wis.1984). Super Valu did not change the credit or any other terms of its agreement with D-Mart; nor did it withdraw any product lines or take other action amounting to a de facto termination of the agreement. Indeed, one of the uncontroverted facts before the trial court on the summary judgment motions was that Super Valu continued to treat D-Mart as a dealer in all respects until Cahak closed the store. More important, the retail sales agreement was nonexclusive. Under its terms Super Valu was free to enter into as many agreements with other retailers as it wished. We agree with the author of the dissent that ch. 135, Stats., should be liberally construed to promote its underlying purposes and policies. But here the plain language of the specific statute Super Valu is alleged to have violated does no more than prohibit it from “chang[ing] the competitive circumstances of [the] dealership agreement....” Sec. 135.03, Stats. (emphasis added). And because Super Valu's dealership agreement with Cahak specifically authorizes Super Valu to franchise other stores whenever and wherever it wishes, we do not see how the issuance of another franchise would change “the competitive circumstances of [the] dealership agreement” in violation *577 of the law. To so read the statute would involve much more than a liberal interpretation-we would have to completely rewrite it, and this we may not do. Compliance with the express terms of the dealership agreement cannot, under the circumstances of this case, give rise to a violation of sec. 135.03.”)

East Bay Running Store, Inc. v. NIKE, Inc., United States Court of Appeals, Seventh Circuit, December 13, 1989890 F.2d 996 (“Under § 135.03 of the Wisconsin Fair Dealership Law, “[n]o grantor ... may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause.” (emphasis added).3 As a preliminary matter, it is important to note that this appeal is not about the termination, cancellation, or non-renewal of a dealership agreement. Cf. Kealey Pharmacy & Home Care Services, Inc. v. Walgreen Co., 761 F.2d 345 (7th Cir.1985); Ziegler Co., Inc. v. Rexnord, Inc., 147 Wis.2d 308, 433 N.W.2d 8 (1988); Bresler's 33 Flavors Franchise Inc. v. Wokosin, 591 F.Supp. 1533 (E.D.Wis.1984). Rather, the issue we must address is whether NIKE's actions in this case-instituting the policy that all NIKE dealers sell the NIKE AIR line of athletic apparel in a face-to-face manner-substantially changed the competitive circumstances of the dealership agreement such that the WFDL is implicated. East Bay contends that the district court's conclusion that § 135.02 was not implicated in this case is based upon a misreading, and consequently, a misapplication of this circuit's decisions in Kealey Pharmacy & Home Care Services, Inc. v. Walgreen Co. and Remus v. Amoco Oil Co.4 Initially, East Bay maintains that NIKE's actions in this case did amount to a substantial change in the competitive circumstances of their dealership agreement. Based on this premise, East Bay asserts that the statutory framework of the WFDL requires that a grantor's unilateral decision which precipitates substantial changes in the competitive circumstances of a dealer be supported by good cause. East Bay proceeds to argue that good cause can only be established upon the grantor's showing that its action is not only non-discriminatory, but also “essential” and “reasonable.” See Zeigler Co., Inc. v. Rexnord, Inc., 147 Wis.2d 308, 319-20, 433 N.W.2d 8, 13 (1988). Relying on this construction of the WFDL, East Bay argues that the district court incorrectly focused on the “nondiscriminatory” requirement and failed to consider whether NIKE's actions were “essential” and “reasonable.” Under the plain language of § 135.03, the “good cause” requirement is not implicated without an initial finding that NIKE has terminated, cancelled, failed to renew, or substantially changed the competitive circumstances of the dealership agreement. As stated above, the issue in this appeal revolves around the latter concern. In that we agree with the district court that NIKE's actions in this case did not amount to a substantial change in the *1000 competitive circumstances of the dealership agreement, we need not address the application of the “good cause” requirement. We reject East Bay's contention that NIKE's new policy constitutes a substantial change in the dealership agreement merely because it may affect East Bay's profitability. Even though a new policy may hurt the profitability of some dealers, the prohibition of substantial changes in competitive circumstances was not meant to prohibit nondiscriminatory system-wide changes. Remus, 794 F.2d at 1240. In Remus, a gasoline dealer alleged that Amoco Oil Company had violated the WFDL by adopting a “discount for cash” policy which was applied across the board to all Amoco dealers.5 In that most of plaintiff's sales were credit sales, he was not in favor of establishing the credit card discount program and complained that Amoco's unilateral action constituted a substantial change in the competitive circumstances of his dealership agreement. The district court rejected the claim and awarded summary judgment to Amoco. On appeal, we affirmed and held that a non-discriminatory, system-wide policy adopted by the grantor of a dealership is not a substantial change in competitive circumstances. In so doing, we noted that an interpretation of the WFDL that allowed dealers to bring suit for system-wide non-discriminatory changes: would ... completely transform the relationship of a franchisor and franchisee-much as a law which said that a company could not alter its prices or products without its employees' consent would completely transform the employment relationship ... [and] would not serve the interest of the franchisees as a whole. 794 F.2d at 1241. The situation presented to the court today is not substantially different from that which we addressed in Remus. NIKE has implemented a policy that applies not only to East Bay, but to all retailers of NIKE AIR products nationwide. Moreover, the implementation of this policy does not appear to be an underhanded attempt on the part of NIKE to drive any individual dealer out of business and thereby usurp the good will which that dealer had generated in NIKE AIR products. On the contrary, it is apparent that NIKE's motivation was simply to ensure the satisfaction of its customers who purchase the NIKE AIR products. As in Remus, we hesitate to conclude that the Wisconsin legislature meant to preclude this type of business decision through its passage of the WFDL. In St. Joseph Equip. v. Massey-Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982), a federal district court sitting in diversity stated that the prohibitions of § 135.03 are not applicable in cases where the grantor undertakes a non-discriminatory withdrawal from a product market on a large geographical scale, i.e. withdrawal from the construction equipment market in North America. The court observed that “where the problem or the motivation for the grantor to act is larger than a question *1001 simply of the performance of a particular dealer, the WFDL's underlying purposes must govern.” Id. at 1248.7 As was noted by the court in St. Joseph, it would hardly be consistent with the purposes of the WFDL to permit individual dealerships, such as East Bay, to preempt the effective implementation of a non-discriminatory business decision such as the policy put forth by NIKE. Based on our own precedent, and in light of this persuasive reasoning, we conclude that NIKE's withdrawal of only a method of marketing the NIKE AIR product line was not a substantial change in the competitive circumstances of the dealership agreement and, as such, § 135.03 is not implicated. Cf. Van v. Mobil Oil Co., 515 F.Supp. 487, 490 (E.D.Wis.1981). The record shows, and East Bay does not dispute, that NIKE implemented the policy with respect to all of its retailers in the United States on an across-the-board, system-wide, non-discriminatory fashion. East Bay has not been terminated as a source of NIKE products, nor has it been deprived of the right to sell any line of NIKE products-including NIKE AIR. The policy implemented by NIKE simply mandates that NIKE AIR products may no longer be marketed by any means that preclude personal, individualized attention to the customer. East Bay, like all other NIKE dealers nationwide, is still encouraged to market NIKE AIR products through retail sales and direct solicitation to schools and athletic clinics. Finally, it is apparent that the policy is not a ploy by NIKE to appropriate the good will established by East Bay in marketing the NIKE AIR products in this region. Based on the non-discriminatory nature of NIKE's “no mail-order” policy, we hold that the requirement of good cause was not triggered in this case. Specifically, we conclude that there was no termination, non-renewal or cancellation of a dealership agreement; nor was there any substantial change in the competitive circumstances amounting to de facto or constructive termination of the dealership agreement. Simply put, NIKE's implementation of its “no mail-order” policy does not implicate § 135.03 under these circumstances. For the foregoing reasons, we AFFIRM the district court's grant of summary judgment.”)

Remus v. Amoco Oil Co., United States Court of Appeals, Seventh Circuit, July 3, 1986794 F.2d 1238 (“POSNER, Circuit Judge. The plaintiff, Remus, a franchised Amoco gasoline dealer in Wisconsin, brought this diversity suit against Amoco on his own behalf and that of similarly situated dealers. The suit charges Amoco with having violated the Wisconsin Fair Dealership Law, Wis.Stat. § 135.01 et seq., as well as common law fraud and contract principles, by adopting a “discount for cash” program. The district judge granted Amoco's motion for summary judgment and dismissed the case, 611 F.Supp. 885 (E.D.Wis.1985), and Remus has appealed, presenting novel and important questions under the Fair Dealership Law that we must try to answer as best we can from the words of the statute-for there is no pertinent legislative history, no similarly worded statute in another state, and no decision by a Wisconsin court interpreting the statute in any respect pertinent to this case. Amoco like other major gasoline suppliers offers customers a credit card, free of charge, that they can use to buy gas and other products from Amoco's franchised dealers, such as Remus. Before the adoption of the discount for cash program in 1982, Amoco had not charged dealers separately for the cost of the credit card system, which is considerable ($150 million in 1981). One cost is the time value of money-the owner of the credit card pays no interest if he pays his bill within a specified period. There are also collection and other administrative costs. All the costs were built into the wholesale price of Amoco's gasoline, that is, the price that Amoco charged the dealers, and that the dealers passed on to their customers. The result *1239 was that a customer who paid cash was paying a part of the costs of the credit card system even though he was not receiving any of its benefits. A system under which one group of customers subsidizes another (“cross-subsidization”) is difficult to sustain under competition, because the customers who are charged the higher prices to subsidize the customers who are charged the lower prices are an inviting target for new competitors, who can easily “cream skim” by offering modest discounts to the higher-paying customers. See, e.g., Illinois v. ICC, 722 F.2d 1341, 1347 (7th Cir.1983). That is what happened here: dealers in other brands of gasolines offered a discount for cash and siphoned cash customers away from Amoco dealers. To stem the flow Amoco decided to unbundle its cash and credit sales. The unbundling had two components. One was to reduce Amoco's wholesale price by an amount equal to the average cost of its credit card system. That is, Amoco removed the cost of that system from the gasoline price. The reduction in price was about 2.8 percent, later reduced to 2.1 percent. Amoco offered inducements to get the dealers to pass on the reduction to consumers; this was the “discount for cash” program. The other component of the unbundling was the imposition by Amoco on its dealers of a charge for credit card sales. The charge was 4 percent (reduced to 3 percent when the discount in the wholesale price was reduced to 2.1 percent) of the dealer's revenue from credit card sales. Thus, instead of reimbursing the dealer dollar for dollar for credit card sales made by the dealer to his customers, Amoco would now reimburse him only 96¢ (later raised to 97¢). Why was the charge for credit card sales a higher percentage of the wholesale gasoline price than the reduction in the price from unbundling-4 percent (reduced to 3 percent) versus 2.8 percent (reduced to 2.1 percent)? Because not all sales are made on credit. For example, if half were made on credit, a 4 percent charge on credit card sales would be needed to offset completely a 2 percent reduction in the wholesale price of gasoline. The idea behind the unbundling was not to change Amoco's revenues (in the short run) but merely to shift the entire cost of the credit card program onto the shoulders of the credit card customers. If a dealer who had half cash and half credit card customers reduced his price to his cash customers by 2 percent and raised his price to his credit card customers by 2 percent, this would produce a 4 percent spread between the cash price and the credit card price, a spread equal to Amoco's credit card charge. If, as Amoco hoped, the dealer gained more cash customers from the discount for cash than he lost credit card customers by the surcharge for credit, both Amoco and the dealer would be better off. Of course a dealer who for one reason or another was much better at attracting credit card customers than cash customers might end up worse off. Remus, we assume, is one of those dealers, and his class consists of the rest of them-though whether Remus or any other dealer actually lost money from the unbundling of cash and credit card sales that we have described has not been determined. Remus's principal complaint is that the unbundling altered the terms of his franchise unilaterally, in violation of the Fair Dealership Law. To this Amoco first replies, very feebly as it seems to us, that Remus enthusiastically embraced the discount for cash program-that is, agreed to pass along the wholesale price reduction to his cash customers in order to attract more of them-and therefore the franchise was modified by mutual consent of the parties. But Remus had no real choice. As long as some Amoco dealers passed on Amoco's wholesale price reduction to consumers in order to get more cash customers, competition would force the others to follow suit unless they wanted to lose their cash customers; and once Remus was thus forced to offer a discount for cash, he would have to charge a surcharge for credit in order to maintain his revenues. As Remus therefore had no alternative (at least if he wanted to remain an Amoco dealer) to accepting the unbundling, his best policy was to grin *1240 and bear it. To say he consented to the change in the system of pricing is like saying that the author of this opinion consents to being 47 years old. Amoco forced the change on Remus and we must decide whether it is the kind of unilateral change that the Wisconsin Fair Dealership Law forbids.”)

Remus v. Amoco Oil Co., United States Court of Appeals, Seventh Circuit, July 3, 1986794 F.2d 1238 (“Two provisions of the law are relevant. Section 135.03 forbids the franchisor to “terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause.” Section 135.04 requires the franchisor to give the 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.” Remus argues that the statute forbids what Amoco has done. The unbundling, he argues, “substantially change[d] the competitive circumstances” of Remus's dealership agreement without 90 days' prior written notice, and notice aside Amoco had no “good cause” to make this change when “good cause” is confined, as the provision for cure implies, to deficiencies on the part of the dealer. The statute's main purpose is to give dealers a kind of tenure-like federal judges, or teachers, or workers in establishments covered by collective bargaining contracts. The franchisor may not terminate the dealer, either by canceling the franchise before its expiration date or by failing to renew it, without “good cause,” which is the same basis on which a tenured employee can be terminated. Just as in the employment setting the term “good cause” refers to deficiencies in the employee's performance, so in the Wisconsin Fair Dealership Law “good cause” refers to the errors and omissions of the dealer. This is apparent from section 135.02(4), which defines “good cause” to mean either a “failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him by the grantor ... which requirements are not discriminatory as compared with requirements imposed on other similarly situated dealers,” or “bad faith by the dealer in carrying out the terms of the dealership.” Any remaining doubt that “good cause” refers to deficiencies of the dealer is dispelled by the statutory provision for cure. Before the franchisor can terminate a dealer for good cause he must, as we have noted, give the dealer 60 days to mend his ways, which implies that good cause for terminating a dealer comes from something the dealer does or fails to do, such as not paying on time or not keeping the gas station's restrooms clean. There may be some forms of misconduct so grievous that cure is not possible despite the literal terms of the statute (see, e.g., Wisser Co. v. Mobil Oil Corp., 730 F.2d 54, 59 (2d Cir.1984); Lippo v. Mobil Oil Corp., 776 F.2d 706, 724-26 (7th Cir.1985) (dissenting opinion)), but that is not something to worry about here. The only point here is that termination requires fault by the dealer. The provision about not “substantially chang[ing] the competitive circumstances of the dealership” may be intended simply to protect the dealer against “constructive termination,” that is, against the franchisor's making the dealer's competitive circumstances so desperate that the dealer “voluntarily” gives up the franchise. Constructive termination is a problem in some employee tenure cases, where it is treated, as it should be, as termination. See, e.g., Parrett v. City of Connersville, 737 F.2d 690, 694 (7th Cir.1984). The Wisconsin Fair Dealership Law makes the equation explicit. Not only may the franchisor not terminate or fail to renew the franchise outright; the franchisor may not drive the dealer out of business-say by doubling the wholesale price to him only, so that he cannot complete against other dealers in the same product. This interpretation is further suggested by the reference to discrimination in the statutory definition of good cause; if the franchisor treats two competing dealers unequally, the disfavored one *1241 may be driven out of business. Cf. Bresler's 33 Flavors Franchising Corp. v. Wokosin, 591 F.Supp. 1533, 1537-38 (E.D.Wis.1984). Remus does not argue constructive termination. He cannot. There isn't a shred of evidence that Amoco has ever wanted to drive Remus out of business. So far as appears he is a prize dealer. It is true that some dealers, and Remus may be one of them, may be hurt by unbundling. But that would be true of any system-wide change made by Amoco-for example, a general increase in the wholesale price of its gasoline, which Remus concedes would not be within the scope of the statute.”)

Remus v. Amoco Oil Co., United States Court of Appeals, Seventh Circuit, July 3, 1986794 F.2d 1238 (“The statute may go somewhat further than we have suggested and protect dealers against new competition that has substantially adverse although not lethal effects. The statute is primarily designed to benefit existing dealers (it cannot benefit new dealers much, for they will have to compensate their franchisors for any favorable terms that the statute requires be included in the franchise); and what most dealers fear more than anything else is that the franchisor will increase the amount of intrabrand competition by placing new outlets, whether franchised or franchisor-owned, too close to the existing outlets for comfort. But even if the Wisconsin Fair Dealership Law is designed to give franchised dealers in Wisconsin some protection against such moves by franchisors (an issue we need not decide), this cannot help Remus. Amoco did not increase the number of dealers or open up new company-owned stations. Far from stepping up the competitive pressure on its dealers it unbundled its cash and credit card pricing in order to make it easier for them to respond to competition from dealers in other brands of gasoline. We hesitate to conclude that the Wisconsin legislature meant to go further still-meant (as Remus contends) to prevent franchisors from instituting nondiscriminatory system-wide changes without the unanimous consent of the franchisees. Not only would such a law completely transform the relationship of franchisor and franchisee-much as a law which said that a company could not alter its prices or products without its employees' consent would completely transform the employment relationship-but it would not serve the interests of the franchisees as a whole. Even if most of them would benefit from a proposed system-wide change, a handful of dissenters might be able to block it by suing under the Fair Dealership Law, especially if (as Remus has attempted to do) they can use the class action device to increase the impact of the suit. Kealey Pharmacy & Home Care Services, Inc. v. Walgreen Co., 761 F.2d 345, 350 (7th Cir.1985), has no bearing on this case. Walgreen terminated all of its dealers in Wisconsin, and we held that the Fair Dealership Law does not exempt state-wide terminations. The present case does not involve termination, or its constructive equivalent; and Kealey does not stand for the proposition that the Fair Dealership Law forbids a franchisor to make system-wide changes without the consent of every franchisee. Walgreen (we found) was trying to eliminate the dealers who had built its reputation in Wisconsin, so that it could open its own stores and appropriate the goodwill that the dealers had created. See id. This was just the sort of conduct that the Wisconsin legislature had wanted to prevent. There is nothing like that in this case. Amoco isn't trying to drive its dealers out of business or even make life more difficult for them; although some dealers may lose from the change in policy that Remus attacks, others will gain. We need not decide whether the logic of Kealey embraces a blanket termination motivated by a desire to withdraw from the market because of inadequate profits, an issue in Lee Beverage Co. v. I.S.C. Wines of California, Inc., 623 F.Supp. 867 (E.D.Wis.1985), and St. Joseph Equipment v. Massey-Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982).”)

Techmaster, Inc. v. Compact Automation Products, LLC, United States District Court, W.D. Wisconsin, November 27, 2006462 F.Supp.2d 932 (“Violation of the Wisconsin Fair Dealership Law -- It is undisputed that defendant has never provided plaintiff with the statutorily required notice and opportunity to cure. Of course defendant has no duty to comply with those requirements unless it took actions that had the effect of either terminating the relationship between the parties or working a substantial change in competitive circumstances. Defendant has not advised plaintiff that it wants to terminate the dealership agreement. Thus, the question is whether defendant's refusal to fill plaintiff's order and its decision to take over TomoTherapy's actuator order amount to a constructive termination or a change in competitive circumstances triggering the requirements of notice and opportunity for cure under the fair dealership law. Plaintiff contends that defendant's actions have both effects. In doing so, plaintiff may be acknowledging implicitly that the two are not comfortably distinct. E.g., Remus v. Amoco Oil Co., 794 F.2d 1238, 1240 (7th Cir.1986) (“The provision [in the Wisconsin Fair Dealership Law] about not ‘substantially chang[ing] the competitive circumstances of the dealership’ may be intended simply to protect the dealer from ‘constructive termination,’ that is, against the franchisor's making the dealer's competitive circumstances so desperate that the dealer ‘voluntarily’ gives up the franchise.”) See also Michael Bowen & Brian Butler, The Wisconsin Fair Dealership Law § 7.5 (2d ed.2005) (suggesting that some actions by a grantor, such as refusing to fill the dealer's orders or advising customers to stop ordering from the dealer, could amount to “an effective end to the commercially meaningful aspects of the relationship, even though the formal contractual relationship between the parties continues in force—in other words, a de facto end to *941 everything that matters in the relationship, if not to the dealership agreement as such”). For discussion purposes, it makes sense to begin by determining whether defendant's actions constitute a substantial change in competitive circumstances. If the answer is yes, then defendant is in violation of the act and it is not necessary to decide whether the change amounts to a constructive termination of the parties' agreement. Change in competitive circumstances -- In The Wisconsin Fair Dealership Law § 7.11, Bowen and Butler list four prerequisites for a finding of an actionable change in competitive circumstances under § 135.03, which requires good cause for the cancellation of a dealership or effecting a substantial change in competitive circumstances: 1. The action must constitute a change, not a continuation of terms of conditions that, however prejudicial to the dealer, have always been part of the relationship. 2. The action must represent a substantial change, that is, one affecting the substance of the relationship between the parties.... 3.] The action must represent a change in competitive circumstances. That is, presumably, it must relate to a matter affecting the dealer's ability to compete effectively and not merely to a matter affecting the dealer's overall profitability.... 4. The action must represent a change in the competitive circumstances of the dealership agreement. Defendant contends that plaintiff's claim founders at the outset because the parties' agreement provides explicitly for defendant to sell directly to a customer in plaintiff's territory. Plaintiff counters this contention with three arguments: (1) the agreement does not give defendant the right to sell directly to any customer with whom plaintiff has a relationship; (2) the provisions of the agreement that seem to give defendant this right are void because they are too vague to be implemented (and are severable from the rest of the agreement); and (3) even if the provisions are valid, the fair dealership law requires notice and an opportunity to cure whenever a grantor makes a substantial change in the competitive circumstances, whether or not the change is one that the dealership agreement would allow. Because it appears likely that plaintiff can show that the fair dealership law applies to the change defendant is making in the competitive circumstances of the dealership, I will not address plaintiff's first two arguments at this time. Plaintiff relies on two statutory provisions: Wis. Stat. §§ 135.03 and 135.04. Section 135.03 prohibits grantors from terminating a dealership agreement or making a substantial change in the competitive circumstances of a dealership agreement without good cause. By contrast, § 135.04 requires grantors to give notice of termination or changes in competitive circumstances and makes no reference to “a dealership agreement.” Before 1996, a number of courts had ruled that a grantor did not violate § 135.03 of the fair dealership law by making a substantial change in competitive circumstances if the parties' agreement allowed the change. E.g., Super Valu Stores, Inc. v. D–Mart Food Stores, Inc., 146 Wis.2d 568, 431 N.W.2d 721 (Ct.App.1988) (when grantor had right to grant franchises without limitation and dealer had no exclusivity right, grantor's decision to grant franchise to another store in dealer's area did not constitute substantial change in competitive circumstances of dealership agreement); Kinn v. Coast Catamaran *942 Corp., 582 F.Supp. 682, 684–86 (E.D.Wis.1984) (appointment of another dealer in plaintiff's sales territory does not constitute substantial change in competitive circumstances if dealership agreement gave the plaintiff non-exclusive sales territory); Brauman Paper Co. v. Congoleum Corp., 563 F.Supp. 1, 3–4 (E.D.Wis.1981) (same). In Jungbluth v. Hometown, Inc., 201 Wis.2d 320, 336, 548 N.W.2d 519 (1996), the state supreme court addressed the question whether § 135.04 allowed grantors to dispense with notice and an opportunity for cure when they terminated a dealership or made a substantial change in the competitive circumstances of the dealership. Plaintiff prevailed in the trial court on his claim that Hometown Oil had violated the provisions of Wis. Stat. 135.04 by failing to give the plaintiff 90 days' notice before beginning major repair work that disrupted operations at the dealer's service station for seven months, but lost in the state court of appeals. The appellate court analyzed the two statutes, finding ambiguity in the difference between the two statutes. It concluded that the words “of a dealership agreement” should be read into § 135.04 to “harmonize the statutes, effect their purpose, and avoid absurd results.” Jungbluth v. Hometown, Inc., 192 Wis.2d 450, 457–58, 531 N.W.2d 412, 414 (Ct.App.1995). (The court of appeals was not the only court to read the two statutes in the same way. E.g., Computronics, Inc. v. Apple Computer, Inc., 600 F.Supp. 809, 813 (W.D.Wis.1985) (holding that grantor did not violate § 135.04 “if [grantor's] conduct conforms to what it expressly reserved the right to do in the agreement, then the conduct cannot be said to ‘change the competitive circumstances of the dealership agreement’ ”).) The supreme court disagreed with the court of appeals' reading of the two statutes, holding unanimously that inserting the phrase “of a dealership agreement” into § 135.04 would “profoundly undermine the expressed intent of the legislature.” “Judicial protection of the terms of the agreement, rather than the individual dealer, or his business, systematically elevates the rights of the grantor over those of the dealer. We find that this outcome runs contrary to the explicit purpose of the WFDL ‘[t]o protect dealers against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power in the negotiation of dealerships.’ ” Jungbluth, 201 Wis.2d at 330, 548 N.W.2d at 523. In holding that Jungbluth could recover damages for his supplier's failure to give him notice of the proposed renovations to the service station, the supreme court established the principle that § 135.04 requires notice and an opportunity to cure even in situations in which a substantial change in competitive circumstances is permitted under the parties' agreement. It was irrelevant to the court that the agreement reserved to the supplier the explicit right to install underground fuel storage tanks (and the implicit right to remodel the service station). Under the holding in Jungbluth, I conclude that it is irrelevant in this case whether defendant reserved to itself the right to sell directly to plaintiff's customers. Even if it did, a jury could still find that defendant's decision to take over for itself the largest sale that plaintiff had ever negotiated constitutes a substantial change in the competitive circumstances, requiring defendant to give plaintiff 90 days' prior written notice and a 60–day opportunity for cure. (Given the differences between § 135.03 and § 135.04, however, defendant is not required to have good cause for making the change.) Therefore, I conclude that plaintiff has shown that it has a likelihood of prevailing *943 upon the merits of its claim. I turn next to the question of irreparable harm.”)

Matter of Moody, United States Bankruptcy Court, W.D. Wisconsin, June 2, 198331 B.R. 216 (“Debtor's complaint also alleges that policy changes by Amoco are in violation of the Wisconsin Fair Dealership Law (WFDL) Wis.Stat. § 135.01 et seq. Debtor asks the court to enjoin Amoco from implementing those policy changes. The WFDL is preempted by the PMPA to the extent that it applies to termination or nonrenewal of any franchise. See 15 U.S.C. § 2806, Lasko, 547 F.Supp. at 216–18. Debtor's complaint alleges that Amoco made changes in the ongoing franchise relationship, therefore application of the WFDL is not entirely preempted. Before granting injunctive relief under the WFDL this court must find that: (1) plaintiff has no adequate remedy at law and will be irreparably harmed if the injunction does not issue; (2) plaintiff has at least a reasonable likelihood of success on *223 the merits; (3) the threatened injury to the plaintiff outweighs the threatened harm the injunction may inflict on the defendant; (4) the injunction will not disserve the public interest. See Milwaukee Rentals Inc. v. Budget Rent A Car Corp., 496 F.Supp. 253, 254 (E.D.Wis.1980). The WFDL provides that an alleged violation of the act shall be deemed irreparable injury to a dealership for purposes of a temporary injunction, Wis.Stat. § 135.065. Thus we may turn to the debtor's likelihood of success on the merits. Debtor relies on Wis.Stat. § 135.03, which provides: No grantor, directly or through any officer, agent or employee, 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. The change in competitive circumstances concerning the jobbership which debtor alleges violated the WFDL include: Amoco's change in credit terms on September 1, 1981, elimination of the transportation allowance for jobbers, and policy of selling comparable products to retailers at a lower price than to jobbers. Concerning the dealership contracts, debtor alleges that Amoco's “Cents off for Cash” program and Amoco's gasoline pricing policy were in violation of the WFDL. The evidence presented concerning all of these changes was minimal, but the evidence showed that these changes were adopted on a nationwide basis and applied to all jobbership and dealership contracts. Debtor also alleges that by placing the jobbership on a C.O.D. basis in October of 1982 Amoco violated the WFDL. Unlike those changes described above, this change was directed solely to the debtor's jobbership. In Van v. Mobil Oil Corp., 515 F.Supp. 487 (E.D.Wis.1981) Judge Warren considered what kinds of change in “competitive circumstances” were barred by the WFDL. In that case Mobil changed the plaintiff from a “previous load basis” (PLB) to a C.O.D. basis and the dealer sued under the WFDL. Mobil's motion for summary judgment was denied, the court finding that Mobil was not entitled to judgment as a matter of law: At the outset, the Court rejects defendant's contention that, as a matter of law, the change in credit terms did not constitute a change in plaintiff's competitive circumstances. Although the change may have amounted to nothing more than the adoption of a prudent business practice to defendant, to plaintiff it constituted a barrier which had to be overcome before he could continue operating his franchise. A mere change in competitive circumstances does not, of course, bring the Wisconsin Fair Dealership Law into play, for the change must constitute a substantial change in competitive circumstances. Case law is slim as to what changes constitute substantial changes. In fact, the parties have pointed to only one case in which the issue was directly confronted. In Madison Truck Plaza, Inc., et al. v. Union Oil Company of California, Case No. 519–821 (Milwaukee County Circuit Court, June 2, 1980), Judge Gram held that the imposition by defendant on plaintiff dealers of a 2.5 percent charge on certain credit transactions did not substantially change the competitive circumstances of the dealership agreement.... The case at bar differs vastly from the case Judge Gram decided. The change in the instant case affected only one dealer rather than all dealers in similarly situated positions as in Union Oil. Consequently, unlike the plaintiffs in Union Oil, defendant's competitive position vis-a-vis other dealers was affected on both the intra-company level and the inter-company level. Furthermore, in Union Oil the change affected only credit sales, whereas here plaintiff's ability to obtain any gasoline from defendant was affected. Finally, there was no indication in Union Oil that the change would affect the plaintiff's abilities to continue in business, whereas in the present action defendant was well aware of plaintiff's precarious financial condition and may have known *224 that the change in credit terms could affect his ability to stay in business. The nature of plaintiff's business financial condition at the time of the credit change; defendant's knowledge of that condition; the wide-reaching impact the change had on plaintiff's ability to even do business with defendant; and the actual effect of the change lead the Court to reject defendant's contention that the change from PLB credit basis to C.O.D. status did not constitute a substantial change in plaintiff's competitive circumstances. Id. at 490–91. Based upon the reasoning in Van and Union Oil, it must be concluded that Amoco's nationwide policy changes imposed upon all dealers and jobbers are not changes in competitive circumstances within the meaning of Wis.Stat. § 135.05. Thus, debtor has failed to show that it has a reasonable likelihood of success on those claims. However debtor's claim that placing the jobbership account on a C.O.D. basis in October of 1982 was a change in competitive circumstances is similar to the situation presented in Van. In both cases, the franchisors changed the credit terms of individual dealers based upon the dealer's financial difficulties. Debtor therefore may have shown that it has a reasonable likelihood of success on the merits on that issue only. The third element of the test for injunctive relief requires the court to find that the threatened injury to the plaintiff outweighs the threatened injury to the defendant caused by the injunction. In the present case it has already been determined that there is no basis on which to enjoin Amoco from proceeding with termination of the dealership and jobbership agreements. As noted above, only the PMPA is applicable to termination of those agreements. Since Amoco has the right to terminate the jobbership, enjoining enforcement of Amoco's C.O.D. policy would neither help the debtor nor harm Amoco and would probably be meaningless. Therefore, debtor's request for injunctive relief based on alleged violation of the WFDL must be denied.”)

Morley-Murphy Co. v. Zenith Electronics Corp., United States Court of Appeals, Seventh Circuit, April 10, 1998142 F.3d 373 (“The initial question we must consider is a pure issue of law, which we of course review de novo: does the WFDL permit a grantor to terminate a dealership agreement for the kind of reason Zenith offered? The statute expressly addresses the issue of “cancellation and alteration” of dealerships in § 135.03: No grantor, directly or through any officer, agent or employe[e], may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause. *376 The burden of proving good cause is on the grantor. “Good cause,” in turn, is a defined term under the statute: “Good cause” means: (a) 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 (b) Bad faith by the dealer in carrying out the terms of the dealership. Wis. Stat. Ann. § 135.02(4) (West 1997). Although this court has previously construed these parts of the WFDL, see, e.g., Kealey Pharmacy & Home Care Svcs., Inc. v. Walgreen Co., 761 F.2d 345, 350 (7th Cir.1985); Remus v. Amoco Oil Co., 794 F.2d 1238, 1240-41 (7th Cir.1986), we are obviously not the last word on the subject. See Wright-Moore Corp. v. Ricoh Corp., 908 F.2d 128, 137-39 (7th Cir.1990) (citing Kealey and Remus when applying similarly structured Indiana law to distributor termination). We must instead ascertain how Wisconsin interprets its own law. The Wisconsin Supreme Court's most recent pronouncement on the subject came in Ziegler Co. v. Rexnord, Inc., 147 Wis.2d 308, 433 N.W.2d 8 (1988), which appeared after both Kealey and Remus. Rexnord manufactured construction, mining, and material-handling equipment. In 1980 it entered a one-year dealership contract with Ziegler, which blossomed a year later into a three-year agreement. In 1983, Rexnord informed Ziegler that it had decided to allow the agreement to expire. The parties held a series of meetings, at which Rexnord representatives offered Ziegler the opportunity to continue carrying its products by entering a “tight agency” sales representation agreement. Under that proposal, Ziegler's duties and compensation arrangements would have been materially different. As a dealer, Ziegler purchased Rexnord equipment and parts at a substantial discount off list price and sold them for whatever the market would bear. As a “tight agent,” Ziegler would have been entitled to a “less lucrative” fixed commission on each sale made within a particular territory (whether or not the company itself personally made the sale). Ziegler also would have been relieved of the obligations to carry an inventory of spare parts and to provide certain services. Apart from these points, the two arrangements were quite similar. Id. at 10. Ziegler nonetheless rejected Rexnord's offer, the dealership agreement expired, and Ziegler sued under the WFDL. Id. at 9-10. The Wisconsin Supreme Court described the question before it as follows: The real issue is whether a grantor (as defined in the WFDL) may alter its method of doing business with its dealers (as defined in the WFDL) to accommodate its own economic problems, or whether it must subordinate those problems-regardless how real, how legitimate, or how serious-in all respects and permanently if the dealer wishes to continue the dealership. We find that the grantor's economic circumstances may constitute good cause to alter its method of doing business with its dealers, but such changes must be essential, reasonable and nondiscriminatory. 433 N.W.2d at 11. Ziegler countered with the argument that the language of the WFDL does not permit a grantor to “alter a dealership for economic reasons relating to the grantor only,” id.-a position consistent with this court's holdings in Kealey and Remus. See Kealey, 761 F.2d at 350; Remus, 794 F.2d at 1240. The Wisconsin Supreme Court, over the objections of then-Justice Abrahamson, squarely rejected that interpretation: This position is unjust and unreasonable. The WFDL meant to afford dealers substantial protections previously unavailable at common law; however, the Wisconsin legislature could not have intended to impose an eternal and unqualified duty of self-sacrifice upon every grantor that enters into a distributor-dealership agreement.... It is obvious from [sec. 135.025(2) of the Act, which defines the purposes and policies of the WFDL] ... that mutual fairness must be present between the grantor and dealer and that the *377 legislature contemplated possible changes in existing dealership relations. 433 N.W.2d at 11. The Court concluded that “[t]he good cause element may be met if a dealer lacks substantial compliance with the terms of the new contract, provided the altered terms are essential, reasonable and nondiscriminatory. If the grantor is demonstrably losing substantial amounts of money under the relationship, it may constitute good cause for changes in the contract.” Id. at 12. The district court acknowledged the centrality of Ziegler to Morley-Murphy's claim, but it confined Ziegler's holding closely to the facts of that case. Morley-Murphy Co., 910 F.Supp. at 456-58. It found particularly important the fact that in Ziegler the grantor offered the dealer an alternative arrangement that would have continued the business relationship between the parties (albeit not as a dealer and thus presumably outside the scope of the WFDL). Id. at 456-57. According to the district court, Ziegler did not contemplate actual terminations for economic duress, but only “essential, reasonable and not discriminatory” changes to an ongoing relationship. Id. Here, apart from the token offer of the premium business, Zenith wanted a complete termination of the relationship between the two parties. In the district court's view, it would stretch the language of § 135.02(4)(a) to the breaking point if the statute tolerated market withdrawal as a term that could be imposed for good cause. Id. at 457. We agree with the district court that one must strain to interpret the WFDL as permitting dealer termination as one form of grantor restructuring. Cf. Kealey, 761 F.2d at 350; Remus, 794 F.2d at 1240. However, that strain does not arise because of the difference between complete termination and a lesser change in the parties' legal relationship (e.g., from dealer to independent agent). Instead, it is a natural consequence of the Wisconsin Supreme Court's interpretation of “good cause” in Ziegler. Then-Justice Abrahamson (joined by then Chief Justice Heffernan) pointed this out to her colleagues in her concurring opinion, where she said that “the interpretation adopted by the majority opinion ignores the plain language of the statute and subverts the legislative intent and purpose underlying the Wisconsin Fair Dealership Law.” 433 N.W.2d at 14. By expanding the concept of “good cause” in § 135.02(4) to cover at least some cases in which the grantor's economic circumstances impelled the proposed change, cf. id. at 15, the Wisconsin Supreme Court opened the door to grantor arguments like Zenith's for any case falling under § 135.03, which addresses both cancellation and alteration of agreements. We see nothing in Ziegler that limits the concept of “change” to minor alterations that do not disrupt the basic underlying relationship. Like a switch from a dealership to a “tight agency” or a restructuring that leaves only the premium business in the dealer's hands, a termination is surely a “change” in the parties' relationship. Section 135.03 itself does not distinguish, for purposes of the good cause requirement, among actions that “terminate, cancel, fail to renew or substantially change” the dealership agreement. Thus, if Rexnord was entitled to argue that its own economic circumstances constituted good cause for its attempted change and its ultimate termination of Ziegler's dealership, we see no logical reason why Zenith cannot attempt to do the same with respect to Morley-Murphy's dealership. Cf. East Bay Running Store, Inc. v. NIKE, Inc., 890 F.2d 996, 1000 n. 6 (7th Cir.1989) (recognizing, but not deciding, that contrary to what Remus held, Ziegler seemed to contemplate a grantor-based inquiry). The Wisconsin Supreme Court was careful to limit this kind of grantor-based good cause, so that grantors would not be able to terminate merely upon a showing that they believed they could make more money without the particular dealer. Instead, the Court held: The need for change sought by a grantor must be objectively ascertainable. The means used by a grantor may not be disproportionate to its economic problem. What is essential and reasonable must be determined on a case-by-case basis. The dealer is also protected from discriminatory treatment. This requirement preserves a dealer's competitive position in regard to other dealers and effectively discourages a *378 grantor from acting on improper motives but, because it presumptively requires systemic changes, it tends to reinforce the requirement that the change be essential. 433 N.W.2d at 13. Under this passage, the grantor must therefore show three things in order to justify its proposed change: (1) an objectively ascertainable need for change, (2) a proportionate response to that need, and (3) a nondiscriminatory action. The context of Ziegler makes it clear that these criteria apply to all changes, including terminations. We therefore conclude that the district court erred in granting partial summary judgment for Morley-Murphy on liability. The case must be remanded so that Zenith has an opportunity to prove that its particular circumstances qualified as “good cause” under the statute for the steps it took.”)

Frieburg Farm Equipment, Inc. v. Van Dale, Inc., United States Court of Appeals, Seventh Circuit, October 29, 1992978 F.2d 395 (“We turn to the issue of liability. Frieburg's status as a “dealer” does not necessarily insulate it from termination, because the WFDL permits grantors to terminate dealers for good cause. Wis.Stat. § 135.03. One can establish good cause by demonstrating that a dealer failed to comply with “essential and reasonable” and “non-discriminatory” requirements imposed by the grantor. Id. § 135.02(4)(a); Deutchland Enter. Ltd. v. Burger King Corp., 957 F.2d 449, 452 (7th Cir.1992); Remus v. Amoco Oil Co., 794 F.2d 1238, 1240 (7th Cir.), cert. dismissed, 479 U.S. 925, 107 S.Ct. 333, 93 L.Ed.2d 345 (1986). Whether a grantor had good cause is a question of fact for the jury. Ziegler Co., Inc. v. Rexnord, Inc., 147 Wis.2d 308, 433 N.W.2d 8, 13 (1988) (“Ziegler II ”); White Hen Pantry v. Johnson, 599 F.Supp. 718, 719 (E.D.Wis.1984). While Van Dale correctly observes a court may take this issue away from the jury if a reasonable person could arrive at only one conclusion, see, e.g., Deutchland Enter., supra; Remus, supra, as a general matter “only the trier of fact can determine what was essential, reasonable and nondiscriminatory” under the circumstances. Ziegler II, 433 N.W.2d at 13. Here, the district court submitted the issue of good cause to the jury, which determined that Van Dale had not satisfied its burden. Van Dale contends that it was entitled to judgment as a matter of law, pointing to Frieburg's failure to meet established sales goals, and the greater than 40% decline in Frieburg's annual purchases of Van Dale products during the course of the dealership. Van Dale also alleges that Frieburg progressively shifted a large portion of its retail business from Van Dale to competing manufacturers. Van Dale's arguments have some merit, but do not carry the day. Admittedly, a dealer's deficient sales and purchasing performance can constitute good cause for termination, see, e.g., Al Bishop Agency, Inc. v. Lithonia, 474 F.Supp. 828, 833-34 (E.D.Wis.1979), and a jury verdict holding that Van Dale properly terminated Frieburg would not have been unreasonable. See Frieburg I, slip op. at 25 (denying Frieburg summary judgment on good cause issue). But in this case, the evidence on the good cause issue was far from conclusive, and consequently sufficient to support a verdict for Frieburg. To take one example, Van Dale introduced evidence at trial that Frieburg had purchased all of its barn cleaner chain from a J & D, a competitor of Van Dale. Frieburg rebutted this charge with evidence that Van Dale knew Frieburg was a J & D dealer when it granted Frieburg a dealership back in 1986, that J & D chain was superior to Van Dale chain in terms of quality and price, and further that Van Dale had been unable to fill Frieburg's orders for chain. Faced *402 with this evidence, a reasonable jury could have found that, given the circumstances, Frieburg's actions did not justify termination. The same holds for Van Dale's allegations at trial regarding Frieburg's declining sales performance. Frieburg conceded that its Van Dale-related sales had dropped, but explained, with an expert's assistance, that the decline was due in large part to Van Dale's appointment of three other dealers in Dunn and St. Croix counties. In this light, the jury's verdict that Van Dale lacked good cause to terminate Frieburg was reasonable, and the district court did not err in declining to decide the issue as a matter of law. C. Finally, we consider remedies. The district court held a bifurcated trial, and Van Dale, at the conclusion of the liability phase, offered to comply with an injunction restoring Frieburg's dealership. Frieburg refused the offer, and instead sought to recover damages for lost past and future profits. The jury awarded Frieburg $133,915 of the $417,000 for which it asked. Van Dale challenges this award on the ground that the district court should not have submitted the issue of remedies to the jury. It contends that Frieburg may not recover any damages under the WFDL because it refused to mitigate by accepting reinstatement as a Van Dale dealer. In support, Van Dale advances the legal proposition that “a terminated dealer's duty to mitigate its damages requires it to accept an injunction restoring its dealership status if there are no substantial impediments to its doing so.” Def.'s Br. at 37. Because there were no substantial impediments here, it continues, the court erred as a matter of law by permitting the jury to award damages. Van Dale, in effect, asks us to recognize a presumption in favor of injunctive relief and against damages for lost future profits. But as a general matter injunctive relief is the exception, and damages the rule. Walgreen Co. v. Sara Creek Property Co., B.V., 966 F.2d 273, 275 (7th Cir.1992); United States v. Rural Elec. Convenience Coop. Co., 922 F.2d 429, 432-33 (7th Cir.1991). There are of course instances when a statute (or the common law) will reverse the traditional presumption, but the WFDL is not one of those statutes. The section on remedies provides that dealers may seek damages, injunctive relief or both. Wis.Stat. § 135.06.2 The plain meaning of the statute places the choice in the hands of the dealer. Although one federal case appears to have established the presumption Van Dale champions, see Wilburn v. Jack Cartwright, Inc., 514 F.Supp. 493, 499 (E.D.Wis.1981) (“[a] wronged dealer should recover an award of future lost profits only in the most egregious case”), rev'd on other grounds, 676 F.2d 698 (7th Cir.) (unpublished order), on remand, 543 F.Supp. 174 (E.D.Wis.1982), rev'd, 719 F.2d 262 (7th Cir.1983), we do not see how such a presumption follows from the statute. Nor does it follow from the Wisconsin cases considering remedies under the WFDL, which have held, without any fanfare, that damages are normally available to wronged dealers. See Bush v. National School Studios, Inc., 131 Wis.2d 435, 389 N.W.2d 49, 53 (Wis.App.1986), aff'd on other grounds, 139 Wis.2d 635, 407 N.W.2d 883 (1987); Lindevig v. Dairy Equip. Co., 150 Wis.2d 731, 442 N.W.2d 504, 507-08 (Wis.App.1989) (recognizing availability of damages, but denying recovery on evidentiary grounds); see also Lakefield Tel. Co. v. Northern Telecom Inc., 679 F.Supp. 881, 883 (E.D.Wis.) (directing alleged dealer to elect either injunction or damages prior to trial), dismissed on other grounds, 696 F.Supp. 413 (E.D.Wis.1988), aff'd, 970 F.2d 386 (7th Cir.1992). Van Dale sidesteps the plain language of § 135.06, as well as the state cases recognizing the availability of damages, and points instead to the general duty to mitigate damages imposed under Wisconsin law. See Kuhlman, Inc. v. G. Heileman Brewing Co., Inc., 83 Wis.2d 749, 266 N.W.2d 382, 384 (1978). This duty, however, does not support a presumption that dealers must accept equitable relief under the WFDL. Wisconsin requires mitigation, but not if a reasonable person would decline to undertake the “effort, risk, sacrifice or expense” involved. Id. Whether an injured person acted reasonably to mitigate damages is a question of fact for the jury, id. 266 N.W.2d at 385; Lobermeier v. General Tel. Co., 119 Wis.2d 129, 349 N.W.2d 466, 474 (1984), except where it is possible to reach only one reasonable conclusion. We find that the district court correctly submitted the question of mitigation to the jury. Van Dale argued during the damages phase of the trial that Frieburg could have mitigated its damages by accepting reinstatement, and the court instructed the jury that Frieburg was bound to take reasonable steps in mitigation. The jury apparently believed that it was unreasonable to expect Frieburg to accept Van Dale's offer of reinstatement. Successful dealerships require close cooperation between dealer and grantor. Given the evidence introduced at trial-including Van Dale's claims that Frieburg was its worst dealer in Wisconsin, its appointment of other dealers in Van Dale's territory, and the apparent animosity between the parties-the jury was entitled, though not compelled, to conclude that the relationship between Frieburg and Van Dale had been irreparably damaged, and that it was best for the two to go their separate ways. * * * * * * Van Dale also challenges the sufficiency of the evidence supporting the jury's verdict in favor of Frieburg on the breach of contract count. On the record before us, this challenge constitutes a further effort to second-guess a reasonable verdict rendered by the jury, and as such warrants no separate discussion. AFFIRMED.”)

Moodie v. School Book Fairs, Inc., United States Court of Appeals, Seventh Circuit, November 9, 1989, 889 F.2d 739 (“Having concluded that Moodie was a dealer, we can now turn to the question of proper damages for termination without notice. The district court found, after hearing testimony, that Moodie's employment would have lasted only 90 days longer, (the required notice and cure period before termination) because Moodie would have refused to sign the computer lease agreement during the 90 day period, and that this constituted good cause for termination. The court then calculated the number of book fairs scheduled during that time and multiplied by the average commission per book fair. Adjusting for mitigation and taxes, the court granted damages of $7,155 plus costs and attorney's fees. Moodie raises several objections to this determination. First, he contends that failure to sign the computer lease agreement did not constitute good cause for termination. Good cause is defined in the WFDL as “failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him by the grantor ...; or bad faith by the dealer.” Wis.Stats. § 135.02(4)(a) and (b). Moodie argues that the computer lease agreement was unconscionable and therefore not a reasonable requirement and alternatively, he asserts that failure to sign the agreement did not constitute a failure to substantially comply with the grantor's requirements. Finally, he claims that the district court could not, as a matter of law, find that Moodie would not have cured his deficiency had he been given the chance. We find these arguments to be without merit. 8 To support his claim for unconscionability, Moodie points to two aspects of the contract. First, the contract contains several liability disclaimers as well as indemnification provisions. Second, the lease requires the lessee to pay attorney's fees incurred in enforcing the lease. The parties cite different standards for unconscionability under Florida law, which is the law specified by the contract.9 Moodie, citing Kohl v. Bay Colony Club Condominium Inc., 398 So.2d 865 (Fla.App. 4th Dist.1981) claims that the Florida courts require only that the contract be unreasonable and unfair. SBF, on the other hand, citing Garrett v. Janiewski, 480 So.2d 1324 (Fla.App. 4th Dist.1985) claims that the contract must be “shocking to the conscience” or “monstrously harsh.” We need not, however, decide which standard the Florida courts would apply because the lease agreement does not even satisfy the lesser of the two—it is not unreasonable or unfair. Disclaimers of warranties are standard in many commercial agreements. Simply because the contract contains such a provision does not make it unconscionable. The same can be said of the exculpatory clause. In addition, Moodie points to no Florida case where similar provisions were held to make a contract unconscionable. While Moodie may not feel that the contract is advantageous for him, it certainly is not unreasonable. 9 Moreover, we believe failure to sign the agreement constituted a failure to comply *746 substantially with reasonable requirements. A company is entitled to maintain uniform contract terms with its many dealers. Without a lease, SBF could not know the terms by which Moodie agreed to use the computer. As noted by the district court, the lease was not unreasonable, and a refusal to sign the lease was an “adamant rejection of a company directive constitut[ing] good cause for termination.” Moodie v. School Book Fairs Inc., 694 F.Supp. 1372, 1372 (E.D.Wis.1988). Finally, Moodie contends that the district court could not, as a matter of law, find that he would not have cured his deficiency had he been given notice. In other words, Moodie argues that the district court was not even entitled to consider this question—termination without notice entitles the dealer to the same damages as if he were terminated without good cause. 10 We cannot agree with Moodie. The WFDL provides for monetary or injunctive relief and Moodie was entitled to choose his form of relief. If Moodie had chosen injunctive relief, he would have merely been entitled to reinstatement subject to a 90–day cure period. Moodie would still have had to face either curing the defect or termination. He would have us avoid this result by demanding that the district court treat him as if he had been wrongfully terminated. We find no support for this in the WFDL. The statute merely states that a suit may be brought for “damages sustained by [the dealer] as a consequence of the grantor's violation [of the statute].” Wis.Stat. ch. 135.06. To determine the damages sustained, it is necessary for the court to predict the profits that Moodie would have sustained without the violation, which implicitly includes a determination that Moodie would have, or would not have, cured the defect. Indeed, Moodie implicitly asked the court, through an expert witness, to do just this: to find that Moodie would have cured the defect. The only real disagreement Moodie has with the trial court is that the trial court came to a different conclusion; the district court determined that Moodie would not have cured the defect while Moodie's measurement of damages assumes that he would have. He cannot avoid the fact that he did not substantially comply with a reasonable requirement by asking for money damages. Moodie's claim therefore is without merit and the trial court was correct in considering whether Moodie would have cured the defect. C. Accordingly, the judgment of the district court is AFFIRMED.”)

Kaeser Compressors, Inc. v. Compressor & Pump Repair Services, Inc., United States District Court, E.D. Wisconsin, February 14, 2011, 781 F.Supp.2d 819 (“The focus of Kaeser's summary judgment motion is CPR's refusal to sign the new proposed agreement. Under the WFDL, a grantor like Kaeser may terminate a dealership agreement only for good cause. Wis. Stat. § 135.03. As defined in the statute, good cause includes a dealer's failure to comply with “essential and reasonable requirements imposed upon him by the grantor,” as long as the same requirements are imposed on “similarly situated dealers.” Wis. Stat. § 135.02(4)(a). As such, Kaeser argues that even if the *822 WFDL applies,1 it is entitled to terminate CPR's dealership because it was essential and reasonable to require CPR to sign the proposed uniform contract, which was also imposed upon similarly situated dealers throughout the country. CPR argues that there is a genuine issue of material fact as to whether imposition of the new contract was an essential and reasonable requirement. In its view, the new contract was not “essential” because Kaeser operated profitably for decades without it, and it spent several years considering the terms it would adopt in the agreements. Since there was no urgency to the whole process, Kaeser cannot now claim the new terms are somehow “essential” to its way of doing business. In addition, Kaeser and CPR have continued to do business under the status quo (i.e., without a new contract) for two years now, which suggests the new contract is not a key component of Kaeser's ability to conduct its business. Kaeser no doubt considers the new contract essential for its ability to increase its profits, but it is not “essential” to the company's business model or its relationship with dealers. CPR also questions the reasonableness of the proposed terms. Although Kaeser has relied on the fact that all of its other dealers agreed to the terms, CPR protests that these dealers were “coerced” because Kaeser threatened to terminate their dealerships if they did not agree. Thus, the involuntary assent of other dealers cannot speak to the reasonableness of the terms. In addition, Kaeser refused to negotiate with CPR, despite CPR's willingness to agree to what in its view was a reasonable new contract. CPR's argument is premised on the belief that there are two distinct “prongs” of the WFDL's good cause definition, both of which must be met before a dealer may terminate for good cause. Although the statute requires new requirements imposed by a grantor to be both essential and reasonable, courts have noted that these terms “are closely related and were clearly intended to be read together.” Deutchland Enterprises, Ltd. v. Burger King Corp., 957 F.2d 449, 452 (7th Cir.1992). In other words, a court need not determine whether each requirement imposed by a grantor is both “essential” and “reasonable;” it must instead analyze good cause as a whole. One reason for this gestalt approach, surely, is that very few proposed changes could be deemed “essential” to a grantor's business, that is, necessary to prevent imminent bankruptcy. For example, as CPR notes, the mere fact that the parties had been doing business in a certain way for years would undercut the idea that the new language is actually essential to Kaeser's business. The point of the statute, instead, is to allow grantors to make non-discriminatory changes in their dealership regime so long as those changes are reasonable and important to their overall business model. Accordingly, rather than determining whether the proposed new contract was actually “essential,” I must determine whether it was a commercially reasonable requirement imposed by the grantor. As the Seventh Circuit has put it, “the grantor must therefore show three things in order to justify its proposed change: (1) an objectively ascertainable need for change, (2) a proportionate response to that need, and (3) a nondiscriminatory action.” Morley–Murphy Co. v. Zenith Electronics Corp., 142 F.3d 373, 378 (7th Cir.1998).   Kaeser cites a number of factors underscoring the commercial reasonableness *823 of its proposed contract. First, it is essential to have uniform contracts so that it can streamline and standardize its relationships with dealers across the country. Moodie v. School Book Fairs, Inc., 889 F.2d 739, 746 (7th Cir.1989) (“[W]e believe failure to sign the agreement constituted a failure to comply substantially with reasonable requirements. A company is entitled to maintain uniform contract terms with its many dealers.”) Kaeser is correct that cases like Moodie have recognized a manufacturer's desire for uniformity as a legitimate business need. But here it is not the uniformity itself that is objectionable to CPR, but the substance of the new terms set forth in the proposed uniform agreements. A desire for uniformity is one factor that may be considered in judging the reasonableness of a manufacturer's demands, of course, but surely it is not the only factor. Otherwise a manufacturer could impose draconian (but uniform) new terms on its dealers (or effect a uniform “blanket termination”) and simply cite a generic need for uniformity to justify the changes. 6 Kaeser has a better argument on the substance of the proposed changes. First, the fact that every other dealer has signed off on the new contract is highly suggestive that its terms are commercially reasonable. There is a free market for compressors (Kaeser is not the dominant manufacturer in that market), and if all of the other thirty-four dealers voluntarily agreed to the new terms and decided to continue selling Kaeser products, then that speaks volumes about the reasonableness of its proposal. CPR suggests that these dealers were “coerced” and that we should not place any weight on their decision to agree, but it has provided no evidence of anything other than market forces at work: all other dealers deciding whether to “take it or leave it” chose to take it. And Kaeser notes that it would not be rational for so many dealers to sign off on terms that are akin to a mutual suicide pact. Second, Kaeser argues that non-exclusivity is a perfectly reasonable commercial practice. Of course the dealer would prefer to be exclusive so that it does not have to worry about competing with others in the sale of the manufacturer's product. Exclusivity can be a key component of a dealership relationship when the dealer invests significant assets in training, service, and the like, so that it need not worry that it will forfeit those sunk costs if a competitor (or the grantor itself) whittles away at its business. But here, there is no suggestion that Kaeser has another grantor in mind to compete directly with CPR, and there is only a hint that Kaeser itself wants to compete with CPR in any serious fashion. Kaeser's direct competition thus far is limited to a relationship with Sears, which has not produced any sales in CPR's territory, as well as its own online sales through its website and eBay of less than $20,000. (Kaeser also recently made a direct equipment sale to a company in Mount Pleasant, Wisconsin.) Thus, Kaeser argues that it merely wants to allow itself certain flexibility in marketing its products without running afoul of an exclusivity arrangement with CPR. Because such an arrangement involves no real threat to CPR's business, a non-exclusive dealership arrangement under these circumstances is perfectly reasonable. The thrust of Kaeser's argument is that CPR's objection to the new contract cannot be viewed in a vacuum. Instead, we must remember that the WFDL and its protections will still apply even after the new contract is signed. For example, if Kaeser exercised its new contractual power to open up its own dealership across the street from CPR, CPR would be able to invoke the WFDL's protections against constructive termination. Remus v. Amoco *824 Oil Co., 794 F.2d 1238, 1241 (7th Cir.1986). Thus, the WFDL's protections will mute Kaeser's ability to compete directly against CPR, and in considering the reasonableness of the proposed contractual terms a court must consider not just the terms themselves but how those terms could be muted by the WFDL. The parties cite a number of cases for competing principles. CPR relies heavily on Kealey Pharmacy & Home Care Svcs., Inc. v. Walgreen Co., 761 F.2d 345 (7th Cir.1985). There, Walgreens decided to terminate all of its agreements with some 1,400 dealers nationwide. Several owners of Wisconsin dealerships sued under the WFDL. Walgreens argued that the WFDL does not apply to “blanket terminations,” but the Seventh Circuit agreed with Judge Crabb in concluding that even blanket terminations of dealerships are subject to the good cause requirement. “Walgreens simply cannot defend on an inadequate rate of return ground since the only permissible good cause is defined in the statute as ‘failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him by the grantor’ or ‘[b]ad faith by the dealer in carrying out the terms of the dealership.’ Defendant has made no such showing ...” Id. at 350. Although Walgreen established that blanket terminations are subject to the WFDL's good cause requirement, that is not what is going on here. Kaeser protests that CPR is a valued dealership and that it repeatedly attempted to avoid terminating their relationship. In Walgreen there was no discussion of any new contractual terms proposed—it was simply a blanket termination. The Walgreen Company sent termination letters to its dealers as a fait accompli: there was no question that Walgreens wanted to shut them down and take over. Similarly, in Morley–Murphy, the Zenith Corporation proposed terminating the dealership itself—a very concrete and dramatic change. Here, by contrast, CPR has never even hinted that Kaeser is attempting to enact a blanket termination of its dealers or to put CPR out of business: instead, it offered all of its other dealers new dealership agreements rather than terminating them, and all of these other dealers signed. The grantor-dealership relationship remains Kaeser's business model. Thus, Kaeser argues that this case is not like Walgreen but Wisconsin Music Network, Inc. v. Muzak Ltd. Partnership, 5 F.3d 218 (7th Cir.1993). There, the Muzak company decided to enact a significant change to its dealership agreement by creating a “Multi–Territory Accounts” (“MTA”) program: “Under the MTA program, national customers with more than fifty outlets located in at least four different Muzak affiliates' territories can negotiate a single contract with one representative of Muzak for uniform music service and standard rates for their outlets across the country.” Id. at 220. Needless to say, this affected local affiliates because under the new program their customers (and sometimes their biggest customers) could now side-step dealers and deal directly with the Muzak corporation. A Wisconsin dealer balked at signing on to the new program (despite the fact that all other dealers but one signed), and sought a preliminary injunction seeking to enjoin Muzak from terminating its dealership for failure to agree to the new terms. The Seventh Circuit affirmed the district court's denial of preliminary relief. It noted that the dealer had “offered no evidence of customers or profits it will lose as a result of the MTA program” and the grantor had explained why the new terms were commercially reasonable. Id. at 224. This is a close case, and in truth none of the cases relied upon by the parties reveals *825 a clear answer. Kaeser is correct that the WFDL's protections must be considered when assessing the reasonableness of a proposed change. In other words, because the WFDL's protections would still apply to the parties' relationship, the proposed new terms are not as draconian as CPR suggests. Even so, the WFDL really only protects CPR from a termination. To say that CPR will be protected from utter ruin is much different than saying it will be protected from serious competition. That is, although the WFDL would prevent Kaeser from running CPR out of business, Remus, 794 F.2d at 1241, it will not prevent it from significant direct competition or from newly-named competing dealers. This is because once CPR agrees to a non-exclusive dealership arrangement, it will no longer be able to protest if Kaeser appoints another dealer or competes directly, even if that competition significantly (but not fatally) impacts its business.2 Super Valu Stores, Inc. v. D–Mart Food Stores, Inc., 146 Wis.2d 568, 576, 431 N.W.2d 721, 725 (Wis.Ct.App.1988) (“because Super Valu's dealership agreement with Cahak specifically authorizes Super Valu to franchise other stores whenever and wherever it wishes, we do not see how the issuance of another franchise would change ‘the competitive circumstances of [the] dealership agreement’ in violation of the law.”) In sum, the mere fact that the WFDL might prevent Kaeser from driving CPR out of business is of small comfort to CPR, because it would not protect CPR from significant or even substantial competition. Seen in this light, CPR's refusal to sign is far more reasonable. More importantly, even if we accept Kaeser's argument that the implications of the new contract would be tempered by the WFDL, it does not necessarily follow that the new terms are essential and reasonable. CPR persuasively notes that the burden is on Kaeser—not CPR—to explain why the new contract is reasonable, and at best Kaeser has created a genuine dispute on that fact. The proposed new contract would allow Kaeser to compete significantly with CPR and to appoint other dealers in CPR's territory (even with the WFDL's protections). Even though other dealers agreed to the new terms, the new contract effects a very substantial change in the dealership arrangement (as set forth above). It is Kaeser's burden to explain not just why and how the marked changes it proposed solve important economic problems it has, but how the new contract is tailored to achieve those ends. Morley–Murphy Co., 142 F.3d at 378 (“the grantor must therefore show three things in order to justify its proposed change: (1) an objectively ascertainable need for change, (2) a proportionate response to that need, and (3) a nondiscriminatory action.”) Supporting my conclusion that Kaeser has not met its burden (at least at this stage) are the Wisconsin Supreme Court's decision in Ziegler Co. v. Rexnord, Inc. (Ziegler II), 147 Wis.2d 308, 433 N.W.2d 8 (1988), and the Seventh Circuit's application of that decision in Morley–Murphy, supra, and Girl Scouts of Manitou Council, Inc. v. Girl Scouts of U.S. of America, Inc., 549 F.3d 1079, 1099 (7th Cir.2008). In Ziegler II, the grantor, Rexnord, argued that its substantial economic losses justified its decision to non-renew its dealership agreement with Ziegler. (Instead, *826 it offered a less lucrative agency relationship.) The Supreme Court allowed that a grantor's own economic problems could justify a change in the dealership relationship, but it recognized that “[t]he need for change sought by a grantor must be objectively ascertainable. The means used by a grantor may not be disproportionate to its economic problem.” 147 Wis.2d at 320, 433 N.W.2d at 13. The Seventh Circuit addressed Ziegler II at length in Girl Scouts. In Girl Scouts, the national Girl Scouts organization announced a plan “to reduce, by the end of 2009, the number of local councils from approximately 315 to 109, merging the local organizations to form larger, ‘high capacity’ councils.” 549 F.3d at 1084. This action would have dramatically changed the local Manitou Council's territory, and the Manitou Council sued for a preliminary injunction to prevent the change. The Seventh Circuit sided with the local council, largely because the national Girl Scouts failed to articulate a salient business need for the proposed changes. In this case, unlike in Ziegler II and Morley–Murphy, we question both the objective need and the proportionate response of GSUSA's [the grantor] attempt to unilaterally reduce Manitou's jurisdiction. This is because the circumstances confronting GSUSA differ markedly from those facing Rexnord and Zenith, both of which were reacting to extended periods of substantial economic losses. GSUSA arguably presents no objective economic need for its proposed action; at the very least, its financial circumstances are a far cry from the dire economic straits confronted by Rexnord. GSUSA's financial statements indicate that GSUSA's operating revenues exceeded its operating expenses in Fiscal Years 2005 and 2006, earning operating profits of $886,000 and $2.5 million, respectively. Further, we find little support for GSUSA's argument that intangible concerns such as “fading brand image” and “waning program effectiveness,” without a tangible effect on the bottom line, present the types of concerns Wisconsin courts have contemplated by the “good cause” provision of the WFDL. Id. at 1099 (citations omitted). Here, as in Girl Scouts, the grantor has difficulty articulating both an objective need for the proposed change as well as an explanation for how the change represents a proportional response to its economic concerns. As noted above, Kaeser cites a need for uniformity in its contracts, but an abstract desire for uniformity is (without more) an “intangible concern” about housekeeping rather than a salient economic need. Id. Moreover, Kaeser has not explained how its desire for uniformity (reasonable though it may be) would require the specific manifestation of uniformity proposed here, namely, a contract whose terms would uproot a longstanding dealer's exclusivity. Ziegler II, 147 Wis.2d at 320, 433 N.W.2d at 13. (“The means used by a grantor may not be disproportionate to its economic problem.”) That is, if simple uniformity were the goal, it could have been achieved here with a more modest proposal that CPR would have agreed to (and if it did not agree, Kaeser would have had good cause to terminate the dealership). Ziegler II, 147 Wis.2d at 319, 433 N.W.2d at 13 (describing facts of Remus as “grantor's unilateral and system-wide change of minor terms of the franchise agreement.”) CPR would argue, and a factfinder could agree, that taking the major step of eliminating a dealer's longstanding exclusivity simply to achieve the abstract goal of contract uniformity is like prescribing dangerous narcotics to cure a simple headache: it might achieve its purpose, but the patient could experience serious side-effects. Kaeser's other justifications *827 for the proposed changes similarly do not cite either a pressing economic problem Kaeser is facing or explain how the changes will allow it to “grow the pie” significantly by seizing economic opportunities that only this particular proposed contract would allow. The Girl Scouts court contrasted the national Girl Scouts organization, which was economically successful, with the more dire economic position of Zenith and Rexnord, both of whom were able to articulate pressing business reasons for their proposals. Here, Kaeser more resembles the Girl Scouts than either of those two companies. 549 F.3d at 1099. In sum, the cases cited above require the grantor to cite, in concrete terms, an economic problem it is facing3 and then explain how the changes it is proposing are a proportional response to that problem. Although a factfinder could conceivably agree with Kaeser, I am not satisfied that the reasons it has cited articulate an objective need for change, and neither am I convinced that the specific changes proposed here are a proportional response to that need. At most, they have created an issue of factual dispute that I cannot resolve in Kaeser's favor based on the record before me. This is not to say that the above exercise is a comfortable one. The Fair Dealership law was designed to give a particular class of citizens—dealers—a leg-up in their relationships with mostly out-of-state manufacturers, who were viewed to have outsized bargaining power and an ability to exploit local distributors. But though the law may have been well-intentioned, it has sometimes required judges and juries to sit as economic commissars intermediating disputes between business entities or opining on the wisdom of various corporate structures (or even Girl Scout councils). Judges and juries, of course, have little training in assessing whether business activities are “reasonable” or “essential,” and the costs and time involved in reaching a final decision are a product of the law's inherent uncertainties, many of which are on display in this case. Despite these concerns, I conclude that a trial will be required to determine the questions posed here.”)

Lee Beverage Co., Inc. v. I.S.C. Wines of California, Inc., United States District Court, E.D. Wisconsin.November 27, 1985623 F.Supp. 867 (“Lee contends that United terminated or substantially changed its distributorship agreement with Lee without good cause in violation of Wis.Stat. § 135.03. United argues that the Wisconsin Fair Dealership Law does not apply to a non-discriminatory withdrawal from a product marketed in a large geographic area. United claims that its decision to sell certain of its product lines to I.S.C. Wines was based solely on economic considerations, and that the alteration *869 of the distributorship agreement was a consequence of this sale. There is no dispute between the parties that Chapter 135 governs the dealership agreement entered into between them. The parties do disagree as to whether Chapter 135 and, in particular, § 135.03 precludes the termination or alteration of a dealership agreement in the circumstances described above. Section 135.03 provides that: 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. In St. Joseph Equipment v. Massey-Ferguson, Inc., 546 F.Supp. 1245 (W.D.Wis.1982), the question presented was whether the prohibition in § 135.03 applied where the defendant grantor had terminated the plaintiff's dealership of construction machinery by discontinuing, for economic reasons, its marketing of construction machinery in North America, the geographic area over which the plaintiff held dealership rights. The court held that § 135.03 did not apply “in cases where ... the grantor undertakes a non-discriminatory withdrawal from a product market on a large geographic scale.” 546 F.Supp. at 1247. In so holding, the court pointed out the absurdity of compelling a grantor to continue marketing an unprofitable product line in a geographic area simply to effectuate a dealership agreement. Such a result would frustrate the corporate grantor's purpose in entering into a dealership arrangement in view of the ultimate objective of the corporation, which is to obtain a profit. The court concluded that “good cause” for the termination of a dealership could be found based upon the business motives of the grantor without reference to the performance of the dealer. 546 F.Supp. at 1247–1248. This Court fully agrees with the analysis and result in the St. Joseph case. The Wisconsin Fair Dealership Law was intended to protect dealers from unjustified, imperious acts on behalf of economically superior grantors. The law was not intended to compel the perpetuation of a business relationship when, for sound financial reasons, a grantor determines that the sales of its product over a wide geographic area are no longer a profitable venture. 1 The plaintiff's argument that St. Joseph should be distinguished from the present case because the defendant here did not terminate or alter the dealership agreement due to economic necessity must be rejected. “Good cause” for a dealership termination need not be found only when the continuation of a dealership arrangement would mean financial ruin for the grantor. The reasoning expressed in St. Joseph applies equally well to a situation where the profitability of wide-scale sales of a product line has sunk to such a point that a sale or discontinuation of the product line is justified for the good of the corporation. A law which required otherwise would no doubt be subject to legitimate attack on the basis of constitutional principles.   On the other hand, the present situation is distinguishable from that in Kealey Pharmacy & Home Care Serv. v. Walgreen Co., 539 F.Supp. 1357 (W.D.Wis.1982), aff'd in part, 761 F.2d 345 (7th Cir.1985). In Kealey, the district court held and the Court of Appeals agreed that a grantor which terminated its dealership agreement with several independently owned pharmacies in favor of maintaining and increasing the number of its own stores in the same marketing area did so in violation of § 135.03. The grantor in Kealey continued to sell the same product line; albeit through a different network: its own stores as opposed to the pharmacies which had developed the market. In this case, there was no such shift of the product lines from one distributor to another. Rather, the grantor ceased selling the product lines at issue altogether. Although the Court does not believe that such a discontinuation in the marketing of product lines is necessary in order to meet the good cause standard in § 135.03, the fact that the product lines in question in this case were not simply switched from some distributors to others is an important consideration in light of the purpose of the WFDL (discussed below). This fact also makes this case distinguishable from the situation in Kealey. The Court is cognizant of the language in both the district court's and circuit court's decisions in Kealey concerning the limited meaning of the term “good cause” as it is used in the WFDL. The Court concedes that the definition of “good cause” in § 135.02(4) pertains exclusively to the performance or acts of the dealer without reference to the economic concerns of the grantor.2 However, such a literal reading of the statute would not comport with the intentions of the legislature as expressed in § 135.025 which reads, in part, as follows: (1) This chapter shall be liberally construed and applied to promote its underlying remedial purposes and policies. (2) The underlying purposes and policies of this chapter are: (a) To promote the compelling interest of the public in fair business relations between dealers and grantors, and in the continuation of dealerships on a fair basis; (b) To protect dealers against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power in the negotiation of dealerships; (c) To provide dealers with rights and remedies in addition to those existing by contract or common law; (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 ... Apart from the constitutional concerns expressed above, a statute which required a grantor to maintain a dealership arrangement in spite of the economic consequences to itself could hardly be characterized as a law that promoted the “compelling interest of the public in fair business relations”, or one which promoted the “continuation of dealerships on a fair basis.” § 135.025(2)(a). In order to effect the purpose of the legislature in enacting the WFDL, the term “good cause” must be interpreted more liberally in this situation than it was *871 in Kealey Pharmacy. See Remus v. Amoco Oil Company, 611 F.Supp. 885 (E.D.Wis.1985). The materials submitted to the Court, and in particular the affidavit of Christopher Mottern, Vice-President of Finance at Heublein Wines (formerly United Vintners, Inc.), establishes that the decision to sell the product lines at issue to I.S.C. Wines was based on sound financial considerations. The decision resulted in the cessation of sales and marketing efforts by United of several of its product lines over a wide geographic area, and was not intended to affect in a discriminatory or unfair manner its distributorship agreement with Lee. Therefore, the Court finds that United's alteration of the distributorship agreement with Lee was justified and done for good cause. Accordingly, the Court dismisses plaintiff's claim that defendant's actions violated § 135.03. II. Notice The second issue presented by United's summary judgment motion is whether the defendant was required to give the plaintiff 90 days' written notice prior to the termination or substantial alteration of the distributorship agreement, as required by Wis.Stat. § 135.04. Section 135.04 provides, in relevant part: 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.... As was noted above, United never notified Lee that any alteration of the distributorship agreement was forthcoming. I.S.C. Wines notified Lee that the latter would not be selected as a distributor of I.S.C. Wines' new product lines, but this notice was received by Lee after the alteration of the distributorship agreement had been effected. United contends that it never terminated its distributorship agreement with Lee, and that no notice by it was therefore required. The Court cannot accept this argument. Although it's true that Lee continued to distribute certain of United's product lines after the sale of others to I.S.C. Wines, that sale of a substantial number of the products formerly distributed by Lee did significantly alter the competitive circumstances of their agreement. United had no basis for assuming that I.S.C. Wines would necessarily maintain Lee as its distributor of those products, for I.S.C. Wines was not bound by any distribution agreement between United and Lee. By selling those product lines, United drastically reduced the product lines distributed by Lee in Wisconsin. The failure to give Lee notice deprived it of an opportunity to cease its market development efforts and/or look for other distributorship opportunities. In accordance with the Act's policy of insuring fairness in dealership relations, United was required to give notice to Lee as specified in § 135.04. St. Joseph, 546 F.Supp. at 1249. Since no factual dispute exists as to whether United violated the notice provisions of § 135.04, the Court may award summary judgment to Lee with respect to its notice claim even though it has not moved for it. Kealey Pharmacy, 539 F.Supp. at 1370; 6 Moore's Fed. Practice, ¶ 56.12, p. 56–331–339 (2d Ed.1982). The Court believes that the plaintiff is entitled to summary judgment on that issue. The defendant is liable to the plaintiff for any damages resulting from the defendant's failure to give notice to the plaintiff of a substantial change in the competitive circumstances of their distributorship agreement as required by Wis.Stat. § 135.04.”)

White Hen Pantry, Div. Jewel Companies, Inc. v. Johnson, United States District Court, E.D. Wisconsin.December 10, 1984599 F.Supp. 718 (“The defendants' dealership was terminated because they refused to participate in a trial program of 24 hour operation involving the plaintiff's twenty Wisconsin franchises in the summer of 1981. The plaintiff argues that the Johnsons' refusal to participate provided good cause to terminate the dealership since the 24 hour operation program was non-discriminatory, essential, and reasonable. Because the Court agrees with the defendants that whether 24 hour operation is an essential and reasonable requirement at their location is a disputed material issue of fact, summary judgment must be denied. The plaintiff's alternative request to strike the demand for punitive damages will be granted, however, because punitive damages are not available in what is essentially an action for breach of contract. Benlo Chemicals, Inc. v. Buckman Laboratories, 520 F.Supp. 160 (E.D.Wis.1981). The Johnson defendants' motion to compel production of documents disclosing the results of the 24 hour campaign at those White Hen franchises which participated will also be denied. The determination of whether the plaintiff had good cause to terminate the defendants' dealership must be based upon the facts as they existed at the time the decision to terminate was made. In addition, the defendants' argument on the summary judgment motion emphasizes that the reasonableness of the 24 hour requirement must be assessed by reference to the conditions at their particular location and their prior experience with 24 hour operation. Consequently, the ultimate results of the 24 hour campaign at other locations are not relevant to the defendants' counterclaim.”)

Kealey Pharmacy & Home Care Service, Inc. v. Walgreen Co., W.D.Wis.1982, 539 F.Supp. 1357, affirmed 761 F.2d 345 (“As the Wisconsin Fair Dealership Law was originally enacted in 1974, it provided that

No grantor, directly or through any officer, agent or employe may terminate, cancel, fail to renew or substantially change the competitive circumstances of a Retailer's agreement entered into after the effective date of this act (1973) (sic) without good cause.2 The burden of proving good cause shall be on the grantor.

Wis.Stats. s 135.03. (Emphasis supplied.) It is clear from the language of the statute as it was originally enacted, that pre-April 5, 1974 agreements were not entitled to coverage under the Wisconsin Fair Dealership Law. However, by an amendment enacted in November 24, 1977, the underscored language was deleted, and Wis.Stats. s 135.025 was created to provide that one of the purposes of the Wisconsin Fair Dealership Law was “to govern all dealerships, including any renewals or amendments, to the full extent consistent with the constitutions of this state and the United States.” Wis.Stats. s 135.025(2) (d). By its deletion of the underscored phrase, the legislature seemed to be inviting the courts to grant coverage under the Wisconsin Fair Dealership Law to those grantees of dealership entered into prior to April 5, 1974.

In Wipperfurth v. U-Haul Co. of Western Wisconsin, Inc., 101 Wis.2d 586, 304 N.W.2d 767 (1981), the Supreme Court for the State of Wisconsin declined the legislature's invitation. In Wipperfurth, the parties had entered into a written agreement of indefinite duration on September 17, 1969. The dealer, Wipperfurth, argued that the Fair Dealership Law should be applied retroactively to provide him with the protections of the Act. Wipperfurth contended that such retroactive application was a reasonable exercise of the state's police power. The court rejected this argument, holding that retroactive application of the Wisconsin Fair Dealership Law would be an unconstitutional impairment of the obligation of contract in violation of the contract clause contained in Article I, s 10 of the United States Constitution, because the legislature had failed to make the showing that retroactive application of the Act to existing contracts was reasonably necessary and exigent, and served a vital purpose of government.

*1363 In the instant case, two of the plaintiffs' complaints are controlled by Wipperfurth. Plaintiff Genoa City Pharmacy entered into its agreement with defendant on April 4, 1973 and plaintiff Bernie's Walgreen Agency entered into its agreement with defendant on March 21, 1972. Therefore, with respect to these plaintiffs, defendant's motion for summary judgment will be granted and their amended complaints will be dismissed.

2. Agreements executed after April 5, 1974, but renewed prior to November 24, 1977 by plaintiffs that had been parties to previous agreements with defendant executed prior to April 5, 1974

2 Plaintiffs Kealey Pharmacy and Langmack's Drugs executed dealership agreements with defendant on August 21, 1974, and on June 7, 1976, respectively. Defendant contends that these agreements are outside the scope of the Fair Dealership Law because the agreements were renewals of earlier agreements, executed before the enactment of the 1977 amendment which made explicit provision for the coverage of renewal agreements.

When it enacted the Fair Dealership Law in 1974, the legislature intended it to apply to all dealership agreements “entered into thereafter.” As Wipperfurth makes clear, the mere continuance after April 5, 1974 of a dealership arrangement of indefinite duration does not constitute a dealership agreement “entered into after” that date. Wipperfurth v. U-Haul Co. of Western Wisconsin, Inc., 101 Wis.2d 586, 304 N.W.2d 767. Similarly, an automatic renewal contemplated under the terms of a dealership agreement is not an agreement “entered into” so as to bring the dealership under the original terms of the Act.

The new Kealey and Langmack contracts were not simply automatic renewals of the prior contracts; they represented a significant alteration of the relationship between the parties. The new contracts differed from the prior ones in several respects and, in particular, with respect to the minimum yearly purchase requirement for each dealer. Moreover, under the old contracts, defendant had no obligation to renew its agreement with either plaintiff.

Thus, when defendant negotiated the new contracts, it was making a fresh decision in each instance whether to appoint Kealey Pharmacy and Langmack's Drugs as Walgreen agencies. Cf. Reinders Bros. v. Rain Bird Eastern Sales Corp., 627 F.2d 44, 49-50 (7th Cir. 1980) (where grantor and dealer operated under annual contracts providing no guarantee of a new contract for the succeeding year, it was apparent that the parties saw themselves as making a new dealership agreement each year, so as to bring their dealership under the terms of the Fair Dealership Law as of their first annual agreement following enactment of the law). In the circumstances present in this case, I find and conclude that the Kealey and Langmack contracts were dealership agreements “entered into” after April 5, 1974, and therefore subject to the terms of the Fair Dealership Law. There is no issue of retroactive application of the law to these agreements. As of April 5, 1974, neither defendant nor plaintiff Kealey (nor plaintiff Langmack) had incurred any of the contractual obligations they have under the agreements at issue here. Edwards v. Kearzey, 96 U.S. 595, 601, 24 L.Ed. 793 (1877); Chippewa Valley Securities Co. v. Herbst, 227 Wis. 422, 278 N.W. 872 (1938); see also Wipperfurth, 101 Wis.2d at 603, 304 N.W.2d 767. 3. Agreements executed after November 24, 1977 by plaintiffs that had been parties to previous agreements with defendant predating April 5, 1974 3 Plaintiffs Kunkel Pharmacy and Busse Pharmacy ground their claims for relief on dealership agreements entered into on September 26, 1978 and August 15, 1978. Both of these plaintiffs had been parties to previous dealership contracts with defendant. Because the new agreements were executed after the 1977 amendment had been enacted, they are covered by the law, whether they are viewed as new agreements *1364 or as renewal agreements. Reinders Bros. v. Rain Bird Eastern Sales Corp., 627 F.2d at 51. 4. Agreements executed after April 5, 1974 but before November 24, 1977 The remaining eight plaintiffs entered into dealership agreements after the effective date of the Wisconsin Fair Dealership Law.3 Defendant does not dispute their claims to the protection of the Wisconsin Fair Dealership Law as it existed at the date of the contract. B. Scope and Constitutionality of the Wisconsin Fair Dealership Law Defendant musters two arguments against binding it to the provisions of law: the first is that the legislature never intended to make the Fair Dealership Law applicable to statewide terminations of dealerships effected for legitimate business reasons, and the second is that if the legislature did intend such a broad application of the law, it was acting unconstitutionally in violation of defendant's rights to due process and to freedom of contract. I turn first to the issue of the interpretation of the statute to determine whether a Wisconsin court hearing these diversity cases would hold that the Wisconsin Fair Dealership Law was intended to apply to statewide terminations of dealerships, undertaken for legitimate business reasons. 1. Applicability of Wisconsin Fair Dealership Law to Statewide Dealership Terminations Section 135.03 of the Wisconsin Fair Dealership Law proscribes the termination, cancellation, failure to renew, or substantial change in the competitive circumstances of a dealership agreement “without good cause.”4 “Good cause” is defined in s 135.02 as: (a) Failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him 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 (b) Bad faith by the dealer in carrying out the terms of the dealership. The statute says nothing about any circumstances in which a grantor may terminate an agreement for any reason other than the dealer's bad faith or failure to perform its obligations under the agreement. The fair inference is that any other terminations are violative of the statute. In this respect, the statute is clear and unequivocal. Ordinarily, when the language of a statute is unambiguous, judicial inquiry is at an end, United States v. Agrillo-Ladlad, 675 F.2d 905 (7th Cir. 1982). Defendant counters, correctly, that the rules of statutory construction do not bind a court to a literal reading of a statute, where literalism would lead to a result wholly at odds with the legislature's intent, see, e.g., Church of the Holy Trinity v. United States, 143 U.S. 457, 12 S.Ct. 511, 36 L.Ed. 226 (1892); Spaulding v. Chicago & Northwestern Railway Co., 30 Wis. 110 (1872);5 *1365 or where a clearly expressed legislative intention compels a construction contrary to the language of the statute itself. Consumer Product Safety Comm'n v. GTE Sylvania, 447 U.S. 102, 108, 100 S.Ct. 2051, 2056, 64 L.Ed.2d 766 (1980). However, a heavy burden of persuasion rests on the party urging that a statute should be read to mean something other than what it appears to mean on its face. Two arguments may be marshalled in support of defendant's position that, despite the clear language dictating coverage, the statute should be declared inapplicable to the terminations at issue here. The first is what I will call the “fair treatment” argument; the second, I will refer to as the “omission of non-judicial remedies” argument. a. Fair Treatment Argument Relying on the statutory statement that the Wisconsin Fair Dealership Law has as one of its purposes, “the continuation of dealerships on a fair basis,” defendant suggests that the legislature's concern was directed solely at the discriminatory termination of one dealership or of a small number of dealerships without statutory good cause, and not about the nondiscriminatory, evenhanded, and impartial terminations at issue here. Defendant argues that the statutory references to fairness are evidence that the legislature never considered or addressed the possibility of wholesale dealership terminations and never intended to prohibit such terminations. This argument fails upon a reading of the statute, a review of the legislative history, and the application of logic. First, nothing in the language of the statute compels the interpretation defendant suggests.6 It is true that “fair” can mean evenhanded and impartial; it can also mean “just” and “equitable.” The American Heritage Dictionary of the English Language, p. 471 (1970). Given the legislature's expressed concern with the imbalance of power between dealers and grantors, it seems unlikely that the framers of the statute intended “fair” to refer only to evenhanded, nondiscriminatory treatment as between one dealer and another, and not to refer as well to the fairness, or equitableness, of the relationship between a grantor and its dealer. It seems even more unlikely that the legislature intended to permit a grantor to take any kind of action adverse to its dealers, provided only that it took the same action with respect to all of its dealers. Second, the legislative history of the Fair Dealership Law refutes defendant's suggestion that the legislature might not have been thinking of the possibility of statewide dealership terminations when it enacted the law. In 1973, the entire United States began to feel the effects of the concerted actions of the Organization of Petroleum *1366 Exporting Countries. Many American oil companies began reducing the number of their retail gasoline outlets in Wisconsin and, in some instances, ceased supplying gasoline altogether to their independently-operated dealerships in Wisconsin. The Wisconsin legislature was aware of this phenomenon. Indeed, one proposed version of the Fair Dealership Law, Senate Substitute Amendment 3, would have limited its scope to gasoline dealership terminations only. Moreover, in the course of enacting the Act, the Wisconsin legislature considered, but failed to adopt, Senate Amendment 4 to 1973 Assembly Bill 837. Had it adopted the amendment, the legislature would have provided exceptions from the Fair Dealership Law for actions taken by grantors to (a) vertically integrate; (b) alter or adjust its marketing technique, scheme or plan; (c) withdraw from a geographic marketing area; or (d) dispose of, through sale or lease, any parcel of real estate occupied by a dealer upon the expiration of the dealer's lease for the parcel as long as the parcel of real estate ceases to be the site of a branded outlet of the grantor. Although the legislature's failure to enact this amendment is not dispositive of the question of its intent, it is supportive of the view that the statute should not be read in the restrictive manner urged by defendant. Finally, logic alone would compel the conclusion that the legislature did not intend to provide an exception from the Fair Dealership Law for large scale terminations of dealerships, any more than it intended to permit exceptions for the termination of a single dealership for a bona fide business reason. As several commentators have pointed out, the adverse impact upon a dealer of a unilateral termination of its dealership is not lessened because the grantor is acting in good faith for sound business reasons.7 Neither is the adverse impact lessened because all other similarly-situated dealers are being terminated as well. b. The Absence of Non-Judicial Remedies Argument Under the Fair Dealership Law, all terminations, cancellations, or failures to renew dealership agreements are violative of the statute unless they are effected for “good cause.” Any dealer whose dealership is terminated in violation of the statute has one remedy only: a suit for damages or injunctive relief or both. The statute makes no provision for negotiated terminations under any circumstances and it makes no provision for protecting dealers from the loss of their investment upon termination other than by legal action The absence of any non-judicial remedy for termination or of any provision under which a dealer can effect a valid termination of a dealership it no longer wants to continue suggests two possibilities. The first is that urged by defendant: the absence of these provisions demonstrates that the legislature was addressing only the discriminatory termination of individual dealerships, effected under circumstances in which the grantor remains a viable franchisor within the state, continuing to operate through independent dealerships. Surely, the argument continues, the legislature neither desired nor intended to lock every grantor into eternal dealership agreements with each of its Wisconsin dealers, despite the grantor's desire to withdraw from an entire geographic area, or to cease production of the kinds of products sold through the dealerships, or to change its entire system of marketing its products. Thus, the legislature must have intended an exception for such major changes in the grantor's method of doing business. The flaw in this interpretation is that it is no more reasonable to assume that the legislature intended to prohibit forever the closing down of one of a grantor's dealerships than to assume that the legislature intended to prohibit forever the closing down of all of the grantor's dealerships. The defendant's interpretation ignores the fact that, just as there are instances in which a grantor has sound business reasons for closing all of its dealerships, there are instances in which a grantor has equally sound business reasons (but not the “good cause” required under the statute) for ending its relationship with a particular dealer. The second and more plausible interpretation of the Fair Dealership Law's omission of non-judicial remedies is that the legislature was not trying to create a system of “perpetual care” dealerships, but rather that it believed that only the threat of a civil action for money damages or injunctive relief would give sufficient support to a dealer's bargaining position to allow the dealer to negotiate a fair termination agreement. The legislature may well have concluded that when a grantor terminates a dealership for any reason other than good cause, the dealer should be reimbursed for any loss of investment caused by the termination. Having reached this conclusion, it may have decided that, rather than try to fashion a procedure that would permit terminations subject to some statutory damage formula, it would leave the task of determining a dealer's fair compensation to the courts to be determined on a case-by-case basis. Creating a cause of action for damages based on all terminations except those motivated by good cause was the most expeditious way to draft a statute which would achieve this legislative objective. The legislature's concern was to protect dealers. It is consistent with this concern that the legislature would have provided that in any termination not undertaken for good cause, the dealer is entitled to a judicial determination of the damages it has incurred as a result of its termination and, in appropriate instances, to an injunction against the termination. At first reading, the statutory provision of injunctive relief against invalid terminations supports the view that application of the Act to statewide dealership terminations would have the effect of prohibiting any business changes from ever occurring, an effect that the legislature could not have intended. However, a closer look at the statute reveals that the grant of injunctive relief is discretionary with the court. Section 135.06 provides that a dealer “also may be granted injunctive relief against unlawful termination, cancellation, nonrenewal, or substantial change of competitive circumstances.” Wis.Stats. s 135.06 (Emphasis supplied).9 By making the granting of *1368 injunctive relief discretionary, the legislature gave implicit recognition to the fact that there would be instances of dealership terminations where permanent injunctive relief would be wholly inappropriate. For the foregoing reasons, I conclude that a Wisconsin court considering this issue would hold that the Wisconsin Fair Dealership Law is not limited in its application to only those terminations or other adverse actions that discriminate against one dealer in relation to other dealers; rather, a Wisconsin court would conclude that the law was intended to, and does, cover nondiscriminatory, across-the-board terminations of dealerships even if those terminations are undertaken because the grantor decides to withdraw from an entire geographic area, or to cease production of the products sold by its dealers, or to change its marketing structure, or for any other business reason.”)

RE/MAX North Cent., Inc. v. Cook, United States District Court, E.D. Wisconsin, November 13, 2000120 F.Supp.2d 770 (“I. RE/MAX's Likelihood of Success on the Merits -- 2 The Seventh Circuit has held that a party seeking a preliminary injunction demonstrates a likelihood of success on the merits by showing that it has “a ‘better than negligible’ chance of succeeding on the merits.” See Meridian Mut. Ins. Co. v. Meridian Ins. Group, Inc., 128 F.3d 1111, 1114 (7th Cir.1997), quoting International Kennel Club of Chicago, Inc. v. Mighty Star, Inc., 846 F.2d 1079, 1084 (7th Cir.1988), citing Curtis v. Thompson, 840 F.2d 1291, 1296 (7th Cir.1988). In the present case, Cook contends that RE/MAX cannot demonstrate likelihood of success on the merits because RE/MAX did not properly terminate Cook's franchise rights under the Wisconsin Fair Dealership Law. If Cook's franchise rights have not been terminated, Cook is properly doing business as a RE/MAX franchisee and therefore not violating the Lanham Act by infringing upon RE/MAX's trademark rights. Cook was given a notice of default on January 26, 2000. RE/MAX believed that Cook was in default because she had not signed a new franchise agreement renewing her franchise rights, as required under the 1993 Agreement. The January 26 letter informed Cook that she had sixty days to cure the default by signing a franchise agreement. Cook argues that she did cure this default by signing and returning to RE/MAX the 1999 Agreement within the sixty-day cure time frame. The problem is that RE/MAX indicated to Cook in the January 26, 2000 default letter that if Cook chose to cure the default after March 14, 2000, she would be required to sign the 2000 Agreement because the 1999 Agreement expired on March 14, 2000. Cook argues that the Wisconsin Fair   Dealership Law “trumps” RE/MAX's imposed March 14, 2000 deadline because the Fair Dealership Law mandates that a franchisor give a franchisee sixty days to cure any defect threatening termination of franchise *774 rights. In effect, Cook is arguing that RE/MAX could not bar Cook's signing the 1999 Agreement because the Wisconsin Fair Dealership Law gave her sixty days to sign the 1999 Agreement. RE/MAX argues that Cook's default was not failing to sign the 1999 Agreement, but rather failing to sign the then-existing agreement renewing her franchise rights. After March 14, 2000, the then-existing agreement became the 2000 Agreement. RE/MAX argues that it gave Cook the full sixty days to sign an agreement, as required by the Fair Dealership Act. RE/MAX argues that its own obligations under law limited which agreement Cook could sign. On March 14, 2000, the 1999 Agreement expired, and RE/MAX believed that it was bound to enter into contracts with franchisees using the 2000 Agreement, which was registered with the state of Wisconsin and considered to be the current agreement in force.After Cook's sixty days to sign the then-existing agreement had passed, RE/MAX continually extended Cook's time to cure the defect and renew her franchise rights by giving Cook the following options: 1) sign the 2000 Agreement or 2) sign the 1999 Agreement plus a release of any claims relating to RE/MAX's permitting Cook to sign an expired agreement. Cook does not indicate to the court why she was unwilling to sign the 1999 Agreement and accompanying release. The court finds that RE/MAX has properly terminated Cook's franchise rights under the Wisconsin Fair Dealership Law. 3 Cook makes a second argument about RE/MAX's likelihood of success on the merits. Cook maintains that she does not want to sign the 2000 Agreement because it allows RE/MAX to issue commercial-only real estate licenses to other real estate brokers in the Mukwonago area. This provision in the 2000 Agreement does not prohibit Cook from selling commercial real estate, but Cook maintains that it will result in increased competition for her business. Moreover, Cook argues that the provision violates sec. 135.03 of the Wisconsin Statutes by substantially changing the competitive circumstances of a dealership agreement without good cause. It is not clear to the court that the 2000 Agreement substantially changes the competitive circumstances of Cook and RE/MAX's agreement. Cook admits that in the time she has worked as a RE/MAX real estate agent, she has had only two commercial real estate listings and has not gone to closing on either listing. In Cook's estimation, there have been no more than 10 commercial real estate deals in the Mukwonago area since 1993. Cook believes, however, that the area is growing rapidly and will experience commercial development. It is important to note that even under the 2000 Agreement, Cook would still be permitted to sell commercial real estate. That RE/MAX may issue a commercial-only license to another RE/MAX agent in the area does not seem to change substantially Cook's ability to compete. Any licensed real estate agent from anywhere in Wisconsin may sell commercial real estate in the Mukwonago area. Cook simply does not have an exclusive identifiable market area in commercial real estate in Mukwonago. The Seventh Circuit recognized in Remus v. Amoco Oil Co., 794 F.2d 1238, 1240–41 (7th Cir.1986), that franchisors may from time to time make system-wide, nondiscriminatory changes in order to adapt to market conditions. This is true even if the change hurts the profitability of some franchisees. See East Bay Running Store v. NIKE, Inc., 890 F.2d 996 (7th Cir.1989). In present case, Cook was not singled out in being asked to sign the 2000 Agreement. All franchisees entering or renewing agreements with RE/MAX were required to sign the 2000 Agreement after March 14, 2000. RE/MAX has a better than negligible chance of proving that the 2000 Agreement did not substantially change Cook's competitive circumstances and that it was a system-wide, nondiscriminatory change.”)

St. Joseph Equipment v. Massey-Ferguson, Inc., United States District Court, W. D. Wisconsin, September 13, 1982546 F.Supp. 1245 (“The essence of the plaintiff's Wisconsin Fair Dealership Law (WFDL) claim is that in choosing to withdraw from the construction machinery market in North America the defendant in effect terminated the plaintiff's dealership since the plaintiff concentrated its efforts on the construction machinery line. The withdrawal is alleged to be a substantial change in the competitive circumstances of the Dealership Agreement which, under the terms of s 135.03, Wis.Stats., cannot be done without “good cause.” In support of its motion for summary judgment on this claim the defendant *1247 argues first that the withdrawal decision neither terminated nor substantially changed the competitive circumstances of the Dealership Agreement, and second, that to apply the prohibitions of the WFDL to this situation would produce an absurd result not intended by the Legislature-namely of compelling M-F to stay in a losing business or to pay damages to go out of business. Section 135.03, Wis.Stats., reads as follows: “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.” I am not inclined to accept the defendant's hypertechnical argument that the decision it made did not affect the competitive circumstances of the Dealership Agreement. It is true that the agreement itself is not expressly terminated by the March 16 communication announcing M-F's withdrawal decision. But the operative statutory language, as I see it, is the words “competitive circumstances,” not the word “agreement.” Moreover, a reasonable argument could be made that the withdrawal of a dealer's entire product line amounts to a de facto termination of the Dealership Agreement. Yet in spite of the facially apparent applicability of the statutory language to the defendant's conduct, I am of the opinion that the WFDL's prohibitions are not applicable in cases where, as here, the grantor undertakes a non-discriminatory withdrawal from a product market on a large geographic scale. It is appropriate to begin this analysis with the words of the WFDL itself. As noted above, s 135.03 prohibits the termination, non-renewal, cancellation or substantial change of a Dealership Agreement without good cause. Ordinary common sense would suggest that a company with a product which is not selling, and on which the company is losing money, has good cause to drop the product from its line. Indeed, such a decision would seem to be an example of sound business judgment. Furthermore, it might be expected that dealers of that product, especially those who deal exclusively in it, would be adversely affected by such a decision. Yet this notion of good cause does not appear to be within the scope of the WFDL's definition of the term in s 135.02(6), Wis.Stats.: “(6) ‘Good cause’ means: (a) Failure by a dealer to comply substantially with essential and reasonable requirements imposed upon him by the grantor, or sought to be imposed by the grantor, which requirements are not discriminatory as compared with requirements imposed by other similarly situated dealers either by their terms or in the manner of their enforcement; or (b) Bad faith by the dealer in carrying out the terms of the dealership.“ The term “good cause” as defined by statute relates only to some sort of dealer shortcoming, not to non-dealer related business exigencies of the grantor. Assuming, as I do, that a company's choice to cease manufacturing or marketing a product may well be the practical equivalent of terminating a dealership or at the very least a substantial change in its competitive circumstances, s 135.03 in conjunction with 135.02(6) would prevent a company from making such a decision without risking liability. Such a conclusion raises some disturbing questions: Is a company with a poorly-selling product compelled to keep making and/or selling it, even at a loss, because s 135.03 won't permit it to drop the product? Must a company desirous of withdrawing from a particular geographic market-the entire North American continent, for example-continue operating in that market, even at a loss, because the effect of such a withdrawal on dealerships would be *1248 impermissible under the Act? Because the Act's prohibitions extend also to non-renewals, would a company in the above situations be compelled to renew dealerships in perpetuity or until its ultimate financial ruin? Should dealers such as the plaintiff be permitted to extract damage awards from corporate grantors simply because those grantors have become victims of a business downturn? To answer any of these questions in the affirmative would surely be to let the tail wag the dog. More seriously, it has the potential to precipitate some formidable constitutional questions. See: Designs in Medicine, Inc. v. Xomed, Inc., 522 F.Supp. 1054 (E.D.Wis.1981); Consumers Oil Corp. v. Phillips Petroleum Co., 488 F.2d 816 (3d Cir. 1973). But I do not think the WFDL is intended to apply to such situations. The underlying purposes of the Act are set forth in s 135.025, Wis.Stats., among which are the following: “(a) To promote the compelling interest of the public in fair business relations between dealers and grantors, and in the continuation of dealerships on a fair basis; (b) To protect dealers against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power in the negotiation of dealerships;“ It would hardly be consistent with notions of “fair business relations” or “the continuation of dealerships on a fair basis” to force a grantor to endure substantial financial loss to enable a dealer to continue selling certain products. For whatever else may be said about the grantor-dealer relationship, the dealer and the dealer's function is in most instances the final link in the realization of the ultimate corporate purpose-the delivery of a product or service for profit. Nor is it, in my view, “unfair treatment” of a dealer for a grantor to make a product or total market withdrawal affecting all dealers in a certain geographic area non-discriminatorily. As the defendant points out, a dealer's continued operation depends in large part upon the well-being of the grantor and, ultimately, the profitability of the grantor's business. Where the problem is related to a particular dealer's unsatisfactory performance, the specific prohibitions of the WFDL guard against high-handedness on the part of the economically more powerful grantor while still allowing the grantor some flexibility to rectify matters. But where the problem or the motivation for the grantor to act is larger than a question simply of the performance of a particular dealer, the WFDL's underlying purposes must govern. Consistent with those purposes, it is my conclusion that where, as here, a grantor makes a non-discriminatory product withdrawal over a large geographic area, that, without more, is not a violation of s 135.03, Wis.Stats. During the pendency of this motion, Judge Crabb of this district issued a decision in Kealy Pharmacy & Home Care Service, Inc., et al. v. Walgreen Co., 539 F.Supp. 1357 (1982), holding that a grantor's decision to terminate all of its independently-owned drugstore dealers nationwide in order to have only company-owned stores violated the WFDL. In reaching this conclusion, Judge Crabb rejected the “fair treatment” argument for several reasons: first, it is unlikely that the Legislature intended the term “fair” to mean only even-handed or impartial (so as to permit a grantor to do anything as long as it is done to everyone); second, the Legislature at one time rejected a proposed amendment to the WFDL which would have exempted from the Act's prohibitions a grantor's withdrawal from a geographic market; and third, large scale termination or complete withdrawal is no less harsh on individual dealers than would be the same grantor action with respect to a single dealer or something less than all of them. Although I agree with the result in Kealy based upon its facts, I believe the court's fair treatment analysis suffers from the improper assumption that fairness under the Act is to be judged only from a dealer's perspective and further that *1249 harshness, which I take to mean adversity of effect, is functionally related to fairness. The WFDL's purpose to promote “fair business relations between dealers and grantors” and “the continuation of dealerships on a fair basis” is sufficiently broad to encompass the interests of grantors as well as dealers. Fairness under the Act, then, must be viewed in a broader perspective than simply what is good for dealers, and therefore grantor actions which might be called even-handed or non-discriminatory may be distinguished from individual or isolated actions even though the effect on the dealers involved might be the same. Nor is it logical to extend the WFDL's prohibitions to the grantor action involved in this case on the ground that the effect on the dealers is every bit as harsh as it would be in the termination of an individual dealer without statutory good cause. The WFDL may well serve to shield dealers from some harsh treatment at the hands of grantors, but it could hardly be expected to isolate them from economic reality which, as we all know only too well, is harsh enough but not necessarily unfair, except perhaps in some cosmic sense unrelated to business practicalities. Because I think the analysis in Kealy, when applied to the facts of this case, produces not only an unsatisfactory result but one unintended by the Legislature, I decline to follow it. In a case involving a preliminary injunction sought under the WFDL by a dealer against a grantor wishing to withdraw entirely from the Wisconsin market, District Judge Robert W. Warren of the Eastern District of Wisconsin concluded that he wasn't compelled to reach the thorny question posed by the prohibitions of s 135.03 because the dealer there also alleged a violation of the notice provisions of s 135.04. Determining that the 90-day notice requirement was a constitutionally permissible limitation upon a grantor's right to cease operations in this state, Judge Warren ruled that the grantor's non-compliance with the notice requirement supported the issuance of a preliminary injunction. Designs in Medicine, Inc., supra, at pp. 1058-1059. Here, too, the plaintiff has alleged a violation of the 90-day notice provision of s 135.04. While it might be argued that the 90-day notice provision is only applicable to those terminations, cancellations, non-renewals, or changes undertaken pursuant to s 135.03, i.e., those occasioned by some dealer-related problem (especially since the notice statute provides for a 60-day period in which a dealer may rectify deficiencies), it would be more harmonious with the overall purpose of the WFDL to apply the notice requirement even to situations such as this case. As the court in Designs in Medicine stated, relying upon the Wisconsin Supreme Court's opinion in White Hen Pantry v. Buttke, 100 Wis.2d 169, 301 N.W.2d 216 (1981), the only exceptions to the notice requirement are those provided in that section of the statute. Even in cases such as this one, where there are no deficiencies for a dealer to cure, it furthers the Act's policy of fairness in business relations to require the grantor to provide the dealer with notice of an impending change in his business circumstance. For even if the dealer is without power to rectify the problem and forestall future changes in his business operations, fairness would provide him with a reasonable opportunity to arrange for the orderly accomplishment of whatever changes are to be wrought including, if necessary, the investigation of new dealership opportunities. In this case the March 16, 1978 Mailgram from M-F informing the plaintiff (and all other M-F dealers) of the defendant's choice to withdraw from the North American market is not worded as an advance notice; rather, it appears from the face of the communication that the change had already taken place. The notice also states, however, that “(r)etail sale of existing inventory will be in accordance with our current contracts and procedures as supplemented by a special discount policy for these products.” Thus it is not readily apparent *1250 that M-F's decision to stop importing construction machinery would result in immediate interruption or impairment of dealership operations, or for how long the plaintiff might expect to operate its business as usual. The affidavit of W. W. Hope, a Regional Manager for M-F, states that sales of M-F construction machinery continued until the last machine was sold on October 31, 1981, or nearly three and one-half years after the Mailgram notice to the plaintiff. Hope also indicated that subsequent to receipt of the notice the plaintiff purchased $1,151,408.00 worth of construction machinery. Alexander MacCleod, an M-F Regional Manager, testified in his May 17, 1979 deposition that at the time the notice was sent to dealers there was approximately a year's supply of construction machinery in M-F's inventory. Yet William Schams, Jr., President of the plaintiff corporation, states in his affidavit that subsequent to the notice the supply of parts dwindled and the orders for them either went unfilled, were delayed, or were available only at excessive prices. On the basis of this record I am unable to determine whether the March 18, 1978 Mailgram in fact satisfied the 90-day notice requirement of s 135.04, Wis.Stats., since the record does not reveal whether, or to what extent, the status quo was preserved for any period of time subsequent to the notice. An ancillary, though closely related question, should it turn out that the March 18, 1978 Mailgram did not constitute sufficient notice under the WFDL, is what, if any, damages the plaintiff sustained because of that non-compliance. Rule 56(d), Federal Rules of Civil Procedure, permits the district court to salvage some of the effort expended on a summary judgment motion by narrowing the issues in controversy and “directing such further proceedings in the action as are just.” Although the defendant's motion for summary judgment on the WFDL claim will be denied, in light of this provision and also of the foregoing discussion declaring s 135.03 inapplicable to this lawsuit, any further proceeding on this claim will be limited to the issue of the defendant's compliance with s 135.04, Wis.Stats., and the related damage issue.”)

JPM, Inc. v. John Deere Indus. Equipment Co., United States District Court, W.D. Wisconsin.September 28, 1995934 F.Supp. 1043 (“The Wisconsin Fair Dealership Law prevents a grantor from terminating or substantially changing the competitive circumstances of a dealership agreement without good cause. Wis.Stat. § 135.03. Wisconsin courts acknowledge that the protections of Wis.Stat. § 135.03 extend to “constructive” or “de facto” termination, where a formal dealership contract continues in force although the relationship has effectively ended in practice. See Super Valu Stores, Inc. v. D–Mart Food Stores, Inc., 146 Wis.2d 568, 576, 431 N.W.2d 721, 725 (Ct.App.1988), review denied, 147 Wis.2d 888, 436 N.W.2d 29 (1988). See also Michael A. Bowen & Brian E. Butler, The Wisconsin Fair Dealership Law (2d ed. 1995) (agreeing that constructive termination claims are valid). Several federal courts have suggested that constructive termination claims can be brought under the Wisconsin Fair Dealership Law. See East Bay Running Store, Inc. v. NIKE, Inc. 890 F.2d 996, 1000 n. 6 (7th Cir.1989); Remus v. Amoco Oil Co., 794 F.2d 1238, 1241 (7th Cir.1986) (law precludes franchisors from driving dealers out of business by taking actions that make it impossible for dealers to run their businesses effectively). 3 Defendants agree that constructive termination is actionable under the Wisconsin Fair Dealership Law but contend that it requires completed action by the franchisor that adversely affects the dealer. According to defendants, threatened future action is insufficient to constitute constructive termination. Plaintiffs argue that defendants' threats to terminate their dealership were sufficiently adverse and complete to allow a constructive termination claim. I agree with plaintiffs that a franchisor's threats or coercive conduct could amount to a constructive termination of its dealership agreement with its franchisee. Keeping in mind that the Wisconsin Fair Dealership Law is to be construed liberally so as to promote its underlying remedial purposes and policies, Wis.Stat. § 135.025(1), and that the law recognizes the superior economic and bargaining power of grantors and seeks to protect dealers against unfair treatment by grantors, Wis.Stat. § 135.025(2)(b), I am persuaded that allowing grantors to threaten dealers with unlawful termination in order to achieve their goals would inhibit the law's purpose of ensuring dealers fair treatment. Plaintiffs have alleged that defendants' threats gave plaintiffs no choice but to sell immediately to ISON. Removing dealers' options to sell on their own terms could be considered an adverse action under the law. It does not matter that defendants had not yet carried out their threats; their existence and their adverse effect on plaintiffs are enough to make them sufficiently completed actions. Although defendants disagree that constructive termination is a valid theory, they argue that it is unavailable to plaintiffs in Wisconsin because the Wisconsin Fair Dealership Law offers plaintiffs the opportunity to seek an injunction to stop defendants from making good on threats of termination or illegal coercion. Defendants maintain that plaintiffs' failure to pursue that adequate legal remedy bars them from seeking damages now. Plaintiffs contend that an injunction would not have provided an adequate legal remedy. The Wisconsin Fair Dealership Law allows dealers to seek damages and injunctive relief against grantors that have violated its provisions. Wis.Stat. § 135.06. Dealers are not limited to accepting equitable relief; they may seek either type of relief or both. Frieburg Farm Equip. v. Van Dale, Inc., 978 F.2d 395, 403 (1992); see also Bowen & Butler, supra, at § 12.2 (“Section 135.06 provides that a dealer may seek damages or injunctive relief or both. The choice is the dealer's.”). 6789 Plaintiffs miss the mark when they argue that because the Wisconsin Fair Dealership Law does not limit them to injunctive relief they need not have sought injunctive relief under the law in order to claim constructive termination now. Wisconsin has adopted a tort law analysis for claims of economic duress, recognizing that parties have a duty to exercise superior economic power reasonably. Wurtz v. Fleischman, 89 Wis.2d 291, 302, 278 N.W.2d 266, 270 (Ct.App.1979), rev'd on other grounds, 97 Wis.2d 100, 293 N.W.2d 155 (1980). To succeed on a claim of economic duress, plaintiffs must not only prove a breach of this duty but must show also that the wrongful act caused their injury. Id. at 306, 278 N.W.2d 266. The primary criterion to be used in applying an objective test for causation is whether the legal system made available to the victim an adequate remedy to protect his interest at the time it was threatened. Id. at 307, 278 N.W.2d 266. If an adequate remedy existed and plaintiffs failed to use it, this tends to prove that plaintiffs' acquiescence was based on factors other than the defendants' alleged coercion. Plaintiffs must show either that no legal remedy was available or that the available remedy was inadequate. To make this showing, plaintiffs must demonstrate the remedy was not clearly available at the time of the threat or that the remedy would not have clearly protected their interests. Id. Although the Wisconsin Fair Dealership Law provides autonomy in the choice of remedy, plaintiffs who base their claim on a theory of economic duress cannot escape the necessity of first proving their economic duress allegations under the standards set out in Wurtz. This limits plaintiffs' ability to choose avenues of legal redress but is essential to bolster their claims that they were coerced into the sale of their dealership. In this case, plaintiffs will need to show why the injunctive relief available under the Wisconsin Fair Dealership Law would have been inadequate to remedy defendants' threatened actions. Defendants argue that the injunctive relief available to plaintiffs was clearly adequate. However, the law of economic duress does not make a presumption of adequacy but rather allows plaintiffs to show inadequacy. Wurtz, 89 Wis.2d at 307, 278 N.W.2d 266. Plaintiffs assert that injunctive relief would not have adequately protected them from defendants but have offered little proof of this assertion. Because I recognize that plaintiffs did not understand that the court would adopt such an analysis, it would be unfair to rely solely on their offer of proof regarding the inadequacy of injunctive relief. Yet it would also be an inefficient and expensive use of the court's resources to proceed to trial if plaintiffs cannot show the inadequacy of injunctive relief. To resolve this conflict, I will allow plaintiffs time to submit proof that injunctive relief under the Wisconsin Fair Dealership Law would not have offered an adequate remedy to defendants' threats. No later than October 10, 1995, plaintiffs are to serve and file a supplemental statement setting forth the evidence they will adduce at trial to show the inadequacy of injunctive relief as a means of defusing defendants' threats of termination. In this supplemental statement, plaintiffs should identify the witness or trial exhibit that will support their allegations. Defendants may have until October 13, 1995, in which to comment on the statement. If plaintiffs are unable to show that they possess the necessary evidence to meet their burden of proof on this claim, I will dismiss the case on the court's own motion. If plaintiffs do show that they possess the necessary proof, the case will proceed to trial as scheduled. Accordingly, defendants' motion for reconsideration is STAYED pending plaintiffs' presentation of evidence on the inadequacy of injunctive relief. *1047 Defendants requested that the court issue a statement allowing them to seek an interlocutory appeal to the United States Court of Appeals for the Seventh Circuit. 28 U.S.C. § 1292(b). Because I have reconsidered the application of economic duress to plaintiffs' constructive termination claim it is not necessary to grant defendants' requested certification. Although I ruled against defendants on whether threats can serve as the basis of a constructive termination claim, they did not ask for certification on this issue. Certification on that issue would be unnecessary in any case because an appeal would not materially advance the ultimate termination of this litigation. Consequently, defendant's request for certification for interlocutory appeal is DENIED.”)

Kinn v. Coast Catamaran Corp.Eyeglasses , United States District Court, E.D. Wisconsin, March 14, 1984582 F.Supp. 682 (“Coast contends that Kinn's 1982 dealership agreement expressly and unambiguously appoints the plaintiff as a nonexclusive dealer. When a dealership agreement provides for nonexclusivity, furthermore, the appointment of a second nonexclusive *685 dealer within the territory of an existing dealer does not change the competitive circumstances of the dealership agreement contrary to Wis.Stat. § 135.03. See Brauman Paper Co. v. Congoleum Corp., 563 F.Supp. 1, 3 (E.D.Wis.1981). Coast thus concludes that it is entitled to a judgment of dismissal as a matter of law based on these undisputed material facts. Kinn, on the other hand, is not suing under the purported 1982 dealership agreement. Rather, he brings this action under the longstanding oral dealership understanding or contract between the parties, enforceable under Wis.Stat. § 135.02(2). This oral agreement commenced in 1973 and, Kinn believes, extended through 1982 when Coast appointed a competitor in Kinn's territory. Kinn argues that the parties were actually doing business under the oral contract from 1973 until 1982, and by appointing Duchow Marine in Kinn's territory, Coast substantially changed the competitive circumstances of the oral dealership agreement without good cause, contrary to Wis.Stat. § 135.03. The terms of the oral contract, according to Kinn, are made clear by the entire course of dealing between the parties. Kinn directs the Court's attention to extrinsic evidence tending to show that prior to 1982 Coast led Kinn to believe that another dealer would not and could not be appointed in Kinn's territory. Specifically, Kinn states that from 1973 until 1978, he was promised he would be the “only Hobie Cat dealer in the Oconomowoc and Milwaukee, Wisconsin area as long as [he] continued [his] existing level of performance.” Kinn affidavit of June 19, 1982, at ¶ 3. He further asserts that he relied on these repeated promises, and he points out that, since 1978, the statement of policy found in Coast's dealership manual declares: “Hobie Cat [Coast] is totally dedicated to selling and distributing products only through independent, franchised and exclusive dealers.” When annual written contract renewals were instituted from 1978 through 1982, Coast's regional sales representative Pat Welsh told Kinn when the agreements were signed that no other dealers would come in as long as the quotas were met. Welsh deposition, at 3, 4. In fact, Kinn states that he specifically asked Welsh's successor, Jack Evans, about the effect of the term “non-exclusive” in the contract. According to Kinn, Evans told him that the words “did not mean that Coast Catamaran could or would appoint additional dealers in [Kinn's] territory.” Kinn affidavit of June 19, 1982, at ¶ 4. Thus, Kinn contends that the parties were doing business under an exclusive oral dealership contract. The written documents executed from 1978 until 1982 constitute evidence of such a relationship but do not alter the material terms of the dealership arrangement, at least until Coast appointed the second dealer contrary to the parties' understanding. Although Coast denies having told Kinn that it did not have the right as dealership grantor to appoint another dealer in Kinn's territory, Coast insists that the contractual relationship of the parties is represented in the annual written contracts existing from 1978 until 1982. Coast asserts that these unambiguous and fully integrated documents define the relationship and bar Kinn from relying on any parol evidence to contradict the nonexclusivity provision of the contract. Kinn's effort to rely on an oral dealership contract is without legal basis. From 1978 through 1982, the parties memorialized their undertakings in written contracts renewed annually. If the written instrument substantially altered the competitive circumstances of the prior oral understanding, then Kinn had one year within which to bring his chapter 135 action. See Wis.Stat. § 893.93(3)(b). Kinn chose instead to do business under five successive written dealership agreements and is now barred by the statute of limitations from suing under the oral agreement pursuant to Wis.Stat. § 135.03. In federal practice, Coast may raise the limitations defense by motion without specifically pleading it as an affirmative defense. I further find that paragraph 2 of Kinn's 1982 dealership agreement is clear and unambiguous. The construction of a written instrument is a question of law. The words of that instrument are to be construed by the Court in accordance with their usual, common, and ordinary meaning. See Murphy v. White Hen Pantry Co., 691 F.2d 350, 355 (7th Cir.1982). The plain meaning of the language used controls “even though the parties may have placed a different construction on it.” State ex rel. Siciliano v. Johnson, 21 Wis.2d 482, 487, 124 N.W.2d 624, 626–27 (1963), quoted in Wisconsin Real Estate Investment Trust v. Weinstein, 712 F.2d 1095, 1099 (7th Cir.1983). The 1982 dealership agreement, like the preceding written contracts, expressly appoints Kinn as a nonexclusive dealer of Coast products for the Oconomowoc/Milwaukee Metro territory. The plain meaning of this language is that Kinn has a contractual right to sell or distribute Coast products in its designated area, and also that Coast, if it so desires, may appoint another dealer to share that territory. Kinn argues that the contract reasonably could be interpreted also to grant him exclusive dealership rights to a nonexclusive territory, thus allowing Coast to sell directly into the territory but not to appoint another dealer in that territory. This reading, however, turns the language of the contract on its head because the contract plainly refers to a nonexclusive dealer rather than a nonexclusive territory. Coast, therefore, clearly and unambiguously appointed Kinn as a nonexclusive dealer in 1982. It is unnecessary to draw upon extrinsic evidence of the parties' intent to arrive at this understanding of the dealership agreement. Indeed, paragraph 22 of that contract designates the dealership document as the full and complete agreement, notwithstanding any prior understandings. The parol evidence rule therefore bars any consideration by this Court of prior oral communications between the parties for the purpose of modifying the written nonexclusive dealership agreement. The written contracts effectively displaced the prior oral understandings of the parties and are not simply evidence of the parties' pre-existing business relationship. Kinn next argues that the 1982 dealership agreement was not really a contract at all. In the fall of 1981, when Kinn signed the document, the agreement described his dealership territories as the “Oconomowoc/Milwaukee Metro Area.” When the agreement was signed by Coast and delivered to Kinn in the spring of 1982, Coast had modified the description of Kinn's territory by lining out the word “Milwaukee.” Kinn objected to this deletion and brought this lawsuit. He now argues that Coast's unilateral alteration of his territory converted the 1982 document into a mere counteroffer that Kinn refused to accept. Coast pleaded in its answer and argues to this Court that the crossing out of the word “Milwaukee” was a mistake and that it did not mean to deprive Kinn of his Milwaukee territory. John Schuch, the Coast employee who signed the agreement, made the change in the mistaken belief that other Coast personnel were recommending a reduction of Kinn's territory. 7 Even if Kinn is correct on this point, that the 1982 document was merely a counteroffer, he will not prevail. Assuming without deciding that the 1982 dealership “agreement” was not a contract, I find that the terms of the 1981 contract carried over into 1982 and governed the relations of the parties under the Wisconsin Fair Dealership Law. While the 1981 agreement purports to expire by its own terms at the end of the year, the parties continued to deal with each other in 1982 as before, as if the earlier agreement had been renewed. The 1981 contract, like the 1982 document, plainly confers a nonexclusive dealership on Kinn Motors Marine. Kinn additionally contends that Coast's alleged oral promises that Kinn would be the sole dealer in Milwaukee and Oconomowoc should be enforced under the doctrine of promissory estoppel. That doctrine, adopted in Wisconsin in Hoffman v. *687 Red Owl Stores, Inc., 26 Wis.2d 683, 133 N.W.2d 267 (1965), provides that a promise may be specifically enforced (1) when that promise is one which the promisor should reasonably expect to induce action or forebearance of a definite and substantial character on the part of the promisee, (2) when the promise does induce such action or forebearance, and (3) when injustice can be avoided only by enforcement of the promise. The first two elements present questions of fact. Kinn claims to have developed the Milwaukee market and undertaken advertising and promotional activities in reliance upon Coast's statement that Kinn would remain the only dealer as long as Kinn continued its existing level of performance. 9 Kinn again attempts to rely on alleged oral promises made prior to a written contract that expressly nullifies those promises. In the circumstances of this case, however, the parol evidence rule does not permit Kinn to make use of those prior oral representations, and prevents him from raising a viable promissory estoppel argument. See Wojciechowski v. Amoco Oil Co., 483 F.Supp. 109, 115 (E.D.Wis.1980). 1011 Finally, Kinn attempts to avoid the effects of the parol evidence rule by amending his complaint to add causes of action for fraudulent inducement and misrepresentation. These claims will be dismissed. Fraud cannot be predicated on statements or representations of things to be done in the future. Federal Deposit Insurance Co. v. Lauterbach, 626 F.2d 1327, 1334 (7th Cir.1980). To the extent that the additional allegations of fraud and misrepresentation rest upon Coast's alleged unfulfilled promise to retain Kinn as the sole Hobie Cat dealer, they are not actionable.”)

Brauman Paper Co. v. Congoleum Corp., United States District Court, E.D. Wisconsin, September 14, 1981563 F.Supp. (“Plaintiff's claim against Congoleum is founded upon Wis.Stat. § 135.03, which provides:

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.

Plaintiff asserts that Congoleum's granting of a dealership to Mittco will substantially change the competitive circumstances of the dealership agreement. In support of its assertion, plaintiff has submitted affidavits indicating that Mittco competes in the floor *3 covering market in northern Wisconsin and the upper peninsula of Michigan, the same area served by plaintiff. Although plaintiff concedes that the original dealership was silent as to the territory to be covered by plaintiff, it contends that the course of dealing between the parties since 1975 supports the implication of an exclusive agreement.

In California Wine Assn. v. Wisconsin Lumber Co., 20 Wis.2d 110, 121, 121 N.W.2d 308 (1962), the Wisconsin Supreme Court held that an exclusive dealership could be implied from the conduct of the parties where there was no express contract with respect to exclusivity. Whether there is an exclusive agreement in the present case is crucial to plaintiff's claim against Congoleum. If the dealership agreement is not exclusive, then Congoleum's appointment of a new dealer will not “substantially change the competitive circumstances of the dealership agreement.” Wis.Stat. § 135.03 (emphasis added). “Dealership,” as defined in section 135.02, “means a contract or agreement ....” Thus, the appointment of a new dealer will not change the competitive circumstances of the dealership agreement of an existing dealer unless that agreement provides for exclusivity. Although the Wisconsin Supreme Court has not yet had an opportunity to interpret section 135.03 in this manner, lower courts in the state have indicated that this interpretation of the statute is proper. See, e.g., Ed Phillips & Sons Madison, Inc. v. Ed Phillips & Sons Co., (CCH) Trade Reg.Rep. ¶ 60,106 (Wis.Cir.Ct. Dane Cty.1975); Edison West Liquor Co., Inc. v. Fleischmann Distilling Co., Dock. No. 469–642 (Wis.Cir.Ct.Milw.Cty. July 18, 1979).

The record before the Court indicates plaintiff's dealership agreement with Congoleum is neither expressly or impliedly exclusive. When Congoleum first granted a dealership to plaintiff in 1975, Congoleum already had one dealer in Wisconsin, a firm known as Rauschenberger Floor Covering. When Rauschenberger, a Milwaukee company, went out of business in 1979, Congoleum appointed another Milwaukee firm, Neidhoeffer and Company, to be a dealer. Plaintiff acknowledges that there has always been more than one dealer in Wisconsin, but states in its affidavits that it has never directly competed with the other dealer. Rather, it asserts that it “developed a dominant position in the sale of Congoleum products North of Green Bay, Wisconsin and [in] the upper peninsula of Michigan.” (Affidavit of David Burrows, President of Brauman Paper Co., at 2). In its reply brief, plaintiff argues that its dealership agreement, “if not exclusive, was exclusive to plaintiff and Neidhoeffer.” (Reply Brief at 3) (emphasis original).

However, additional affidavits submitted on behalf of defendant indicate there has been another Congoleum dealer doing business in Wisconsin. Lowy Enterprises of Minnesota, Inc., located in New Brighton, Minnesota, employs a salesman who resides in Danbury, Wisconsin and who, in the normal course of his work as a salesman, has solicited business from retailers in northern Wisconsin and the upper peninsula of Michigan since 1974. Lowy also has a Minneapolis-based salesman who has solicited business from retailers in southwestern Wisconsin since 1969. The affidavit submitted by Lowy asserts that the company has been in direct competition with plaintiff in northern Wisconsin and the upper peninsula of Michigan. Moreover, an affidavit submitted by the vice-president of Neidhoeffer states that Neidhoeffer has a salesman residing in Green Bay who solicits business in northern Wisconsin and the upper peninsula of Michigan. The affidavit also states that Neidhoeffer has a salesman in Waupaca who solicits business in central and northern Wisconsin. Contrary to the assertion of plaintiff, the affidavit states that Neidhoeffer has competed with plaintiff for sales of Congoleum products. Plaintiff has filed an affidavit in response to those filed by Neidhoeffer and Lowy asserting that there has been no real competition with the two companies. As to the Minnesota firm, plaintiff claims that “the line of demarcation for sales of Congoleum *4 was State Highway 13 (from Ashland to Wisconsin Dells)” and that “[t]he territory West of that line was covered by Minneapolis distributors and East of that line by Brauman.” Plaintiff offers no explanation for how that dividing line was established. Furthermore, plaintiff's briefs make no mention of the division, but rather refer to its territory as “northern Wisconsin.” Considering the record as a whole, the Court is doubtful that an implied exclusive dealership agreement exists. Because it is the plaintiff's burden to show an exclusive dealership agreement implied in fact “by the great weight and clear preponderance of the evidence,” Ed Phillips & Sons, supra, at 65,218, the Court must conclude that no such agreement exists. Under the circumstances, Congoleum's appointment of Mittco as a distributor will not cause a substantial change in the competitive circumstances of plaintiff's dealership agreement. Because plaintiff has failed to show that it has a reasonable likelihood of success on the merits, the Court hereby denies plaintiff's motion for a preliminary injunction against defendant Congoleum.”)

Van v. Mobil Oil Corp., United States District Court, E. D. Wisconsin.May 20, 1981, 515 F.Supp. 487 (“On February 13, 1980, nearly five months prior to his last day of business, plaintiff filed his original complaint in this action. In that complaint, plaintiff alleged that defendant's refusal to deliver gasoline and the change from PCB delivery to C.O.D. delivery constituted a change in competitive circumstances and constructive termination. Plaintiff also alleged that the change in competitive circumstances and constructive termination was done without good cause as defined in section 135.02(6) of the Wisconsin Statutes and without proper notice as provided in section 135.04 of the Wisconsin Statutes. On July 15, 1980, the Court granted plaintiff's motion to add a second count to his complaint. In his second count, plaintiff alleged that defendant's actions constituted a termination and/or failure to review the *490 franchise as those terms are defined in 15 U.S.C. s 2802 et seq. In addition, plaintiff alleged that the termination and/or failure to renew the franchise was not based upon an event which was relevant to the franchise relationship, was not reasonable and was done without proper notice, all in contravention of 15 U.S.C. s 2801 et seq. The question the Court must address with regard to plaintiff's claim under the Wisconsin Fair Dealership Law is whether defendant's actions substantially changed the competitive circumstances of the dealership agreement. This question is central to this action because under Wis.Stat. s 135.03, No grantor, directly or through any officer, agent or employee, 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. (emphasis added.) Plaintiff maintains the PLB system was vital to the operation of his dealership because under that system, he was not required to pay substantial sums for gasoline until after he sold it. He asserts defendant's refusal to allow him to continue payment on the PCB basis constituted a substantial change in competitive circumstances because it would have been virtually impossible for him to operate without the PLB system. Defendant responds to plaintiff's claim with three arguments. First, it maintains that it did not change any competitive circumstances but merely told plaintiff it could not deliver gasoline until plaintiff's bills were paid. Second, it contends the change from PCB status to C.O.D. status did not constitute a substantial change in competitive circumstances. Third, it argues that section 135.03 does not apply because that section only applies to changes “in the dealership agreement.” According to defendant, it at no time changed its dealership agreement with plaintiff. 1 At the outset, the Court rejects defendant's contention that, as a matter of law, the change in credit terms did not constitute a change in plaintiff's competitive circumstances. Although the change may have amounted to nothing more than the adoption of a prudent business practice to defendant, to plaintiff it constituted a barrier which had to be overcome before he could continue operating his franchise. A mere change in competitive circumstances does not, of course, bring the Wisconsin Fair Dealership Law into play, for the change must constitute a substantial change in competitive circumstances. Case law is slim as to what changes constitute substantial changes. In fact, the parties have pointed to only one case in which the issue was directly confronted. In Madison Truck Plaza, Inc., et al. v. Union Oil Company of California, Case No. 519-821 (Milwaukee County Circuit Court, June 2, 1980), Judge Gram held that the imposition by defendant on plaintiff dealers of a 2.5 percent charge on certain credit transactions did not substantially change the competitive circumstances of the dealership agreement. Although he believed the change *491 increased, or at least shifted the cost of credit, he did not believe the change altered the competitive circumstances of the dealership agreement. The case at bar differs vastly from the case Judge Gram decided. The change in the instant case affected only one dealer rather than all dealers in similarly situated positions as in Union Oil. Consequently, unlike the plaintiffs in Union Oil, defendant's competitive position vis-a-vis other dealers was affected on both the intra-company level and the inter-company level. Furthermore, in Union Oil the change affected only credit sales, whereas here plaintiff's ability to obtain any gasoline from defendant was affected. Finally, there was no indication in Union Oil that the change would affect the plaintiffs' abilities to continue in business, whereas in the present action defendant was well aware of plaintiff's precarious financial condition and may have known that the change in credit terms could affect his ability to stay in business. The nature of plaintiff's business financial condition at the time of the credit change; defendant's knowledge of that condition; the wide-reaching impact the change had on plaintiff's ability to even do business with defendant; and the actual effect of the change lead the Court to reject defendant's contention that the change from PLB credit basis to C.O.D. status did not constitute a substantial change in plaintiff's competitive circumstances. 34 The Court also rejects defendant's contention that the change in credit terms did not constitute a change in its dealership agreement with plaintiff. Under section 135.02, an agreement either expressed or implied, whether oral or written, can be a dealership agreement. Because there was, at the very least, an implied agreement to deliver plaintiff gasoline on PLB status and because that arrangement was altered, the Court is of the opinion that defendant's actions constituted a change in the parties' dealership agreement. Based on the foregoing, defendant's motion for summary judgment as to plaintiff's first cause of action must be and is hereby denied. ”).