Baldewein Co. v. Tri-Clover, Inc.

SHIRLEY S. ABRAHAMSON, CHIEF JUSTICE

¶ 35. (concurring). I write separately to apply the multiple-factor test to the facts of this case. Rather than remand the cause, I conclude that there is sufficient evidence to hold that the dealership in question is indeed "situated in this state," so that the Wisconsin Fair Dealership Law (WFDL) is applicable.

¶ 36. Two overriding principles govern the applicability of the multiple-factor test to the facts. First, the legislature has declared that the purpose of the WFDL is remedial and has instructed the courts to interpret the law liberally.1 The legislature has further affirmed that the underlying purpose and policies of the law essentially are to promote fair business relations between dealers and grantors, recognizing that dealers must be protected against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power.2 Moreover the *78legislature has provided that the law shall apply to all dealerships to the full extent consistent with the Wisconsin and U.S. constitutions.3 Thus if the WFDL can constitutionally apply to a dealership, the court should apply it.

¶ 37. Second, "community of interest" and "situated in this state" are not the same, although similar factors are used to determine both statutory elements. See majority op. ¶ 30 at n.10. The multiple factors set forth in the majority opinion are not the exclusive factors to determine "situated in this state."

¶ 38. The first factor is the percentage of the dealership's total sales in Wisconsin. During 1995 and part of 1996, the last two fiscal years of the dealership's existence before being terminated by Tri-Clover, sales to Wisconsin customers constituted over 7% of Baldewein's sales of Tri-Clover products. When I consider the last five years before termination, from 1992 through 1996, sales to Wisconsin customers constituted about 4% of Baldewein's sales of Tri-Clover products, for a total of over $200,000 in sales. These numbers are significant. Baldewein might be doing business in numerous states with sales of Tri-Clover *79products constituting 4% — 7% of its sales in each of the states. If each of those states had a fair dealership law like Wisconsin's, accepting Tri-Clover's position would mean that no state fair dealership law governs the dealership. This result cannot be correct.

¶ 39. The second factor listed is the length of the parties' dealings in Wisconsin. This factor strongly favors a finding that the WFDL applies to this dealership. The parties had a dealership relationship for 56 years, beginning in 1940, and Wisconsin sales were solicited and made every year.

¶ 40. The third factor identified is the extent and nature of the obligations imposed on the dealer regarding operations in Wisconsin. The record indicates that the dealership imposed significant requirements on Baldewein, including a minimum amount of annual sales of Tri-Clover products and maintenance of a minimum amount of Tri-Clover goods in stock at all times.

¶ 41. The fourth factor is the extent and nature of the grant of territory in Wisconsin. Tri-Clover granted Baldewein the non-exclusive right to distribute TriClover goods throughout the entire state of Wisconsin.

¶ 42. The fifth factor is the extent and use of TriClover's proprietary marks. Baldewein appears to have done significant advertising with Tri-Clover's name and corporate logo. Baldewein submitted into evidence copies of its ads in the Chicago Yellow Pages indicating that Baldewein carried Tri-Clover's products. The president of Baldewein, Valentin Baldewein, stated in his affidavit that he believed that these Yellow Pages are distributed in some parts of Wisconsin. In addition, Baldewein sent a calendar each year to its customers that showed Tri-Clover's logo and stated that Baldewein was an "authorized dealer" of Tri-Clover goods. Baldewein also sent solicitation letters to cus*80tomers and potential customers that stated, near the beginning of the letter, "As we are the oldest stocking distributor of Tri-Clover equipment. ..." The exact number of these letters sent to Wisconsin customers is not known.

¶ 43. The sixth factor is the extent and nature of Baldewein's financial investment in inventory, facilities, and good will in the state. Tri-Clover emphasizes that Baldewein never maintained an office in Wisconsin. However, Baldewein did purchase all of TriClover's goods "free on board" in Wisconsin and therefore the risk of loss transferred to Baldewein in Wisconsin.4 Furthermore, Baldewein employees on occasion traveled to Tri-Clover's office in Kenosha, Wisconsin, to pick up shipments. Baldewein's vice president also personally visited the Tri-Clover office in Kenosha to attend training sessions and to discuss business.

¶ 44. The seventh factor is the personnel devoted to the Wisconsin market. Throughout the 1990s Baldewein employed two Wisconsin residents to solicit business and make sales in Wisconsin.

¶ 45. The eighth factor is the level of advertising in Wisconsin. Baldewein sent advertisements and solicitations to 111 Wisconsin customers, largely promoting Tri-Clover products. The president of Baldewein owned a home in Wisconsin during the 1980s and personally solicited Wisconsin customers.

*81¶ 46. Regarding the ninth factor, we do not have evidence about supplementary services provided in Wisconsin.

¶ 47. Given that the legislature has directed the WFDL to be applied broadly and to the full extent of Wisconsin's constitutional powers, I conclude that the totality of facts demonstrates that the dealership is "situated in the state" under Wis. Stat. § 135.02(2). The multiple-factor test is properly aimed at excluding dealerships that have a de minimis relation with Wisconsin. Because the dealership in this case had substantial contacts with Wisconsin, the protections of the WFDL should apply.

¶ 48. For the reasons stated, I concur.

Wisconsin Stat. § 135.25(1) (1997-98) states:

(1) This chapter shall be liberally construed and applied to promote its underlying remedial purposes and policies.

All subsequent references to the Wisconsin Statutes are to the 1997-98 version unless otherwise noted.

Wisconsin Stat. § 135.25(2) states:

*78(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.

Wisconsin Stat. § 135.25(2)(d).

Based on this fact and the fact that Wisconsin law governed the transactions between the parties, Baldewein argues that all the sales between the parties should be considered "Wisconsin sales," even if they were eventually sold by Baldewein in other states. This argument is rejected.