Wisconsin Statutes
Wis. Stat. § 135.03 (2026)
Cancellation and alteration of dealerships
✓ current as of July 2026
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135.03135.03 Cancellation and alteration of dealerships. 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.
135.03 AnnotationA grantor may cancel, terminate, or non-renew a dealership if the dealer refuses to accept changes that are essential, reasonable, and not discriminatory. A dealer’s failure to substantially comply with the changes constitutes good cause. Ziegler Co., Inc. v. Rexnord, 147 Wis. 2d 308, 433 N.W.2d 8 (1988).
135.03 AnnotationA drug supplier violated this section by terminating without good cause all dealership agreements with independently owned pharmacies in the state. Kealey Pharmacy & Home Care Service, Inc. v. Walgreen Co., 761 F.2d 345 (1985).
135.03 AnnotationThis chapter did not apply to a grantor’s action that was due to business exigencies unrelated to the dealer and was done in a nondiscriminatory manner. Remus v. Amoco Oil Co., 794 F.2d 1238 (1986).
135.03 AnnotationEconomic duress may serve as a basis for a claim of constructive termination of a dealership. JPM, Inc. v. John Deere, 94 F.3d 270 (1996).
135.03 AnnotationA grantor’s substantial loss of money under a dealership relationship may constitute “good cause” for changes in the contract, including termination. Morley-Murphy Co. v. Zenith Electronics, Inc., 142 F.3d 373 (1998).
135.03 AnnotationThis chapter is applicable to nonprofit grantors. Girl Scouts of Manitou Council, Inc. v. Girl Scouts of the United States of America, 646 F.3d 983 (2011).
135.03 AnnotationA change in credit terms was a change in a dealer’s “competitive circumstances.” Van v. Mobil Oil Corp., 515 F. Supp. 487 (1981).
135.03 AnnotationThis section did not apply when a grantor withdrew in a nondiscriminatory fashion from a product market on a large geographic scale. A 90-day notice was required. St. Joseph Equipment v. Massey-Ferguson, Inc., 546 F. Supp. 1245 (1982).
135.03 AnnotationFranchisees failed to meet their burden of proof that their competitive circumstances would be substantially changed by a new agreement. Bresler’s 33 Flavors Franchising Corp. v. Wokosin, 591 F. Supp. 1533 (1984).
135.03 AnnotationGood cause for termination includes failure to achieve reasonable sales goals. L.O. Distributors, Inc. v. Speed Queen Co., 611 F. Supp. 1569 (1985).
135.03 AnnotationFederal law preempts this chapter in petroleum franchise cases. Baker v. Amoco Oil Co., 761 F. Supp. 1386 (1991).
135.03 AnnotationWhen parties continue their relations after the term of a dealership contract has expired, the contract has been renewed for another period of the same length. Praefke Auto Electric & Battery Co. v. Tecumseh Products, Co., 110 F. Supp. 2d 899 (2000).
135.03 AnnotationReversed on other grounds. 255 F.3d 460 (2001).
135.03 AnnotationPlaintiffs could proceed under this chapter if they could adduce evidence either that defendant made a change in the competitive circumstances of their dealership agreements that had a discriminatory effect on them or that defendant’s actions were intended to eliminate them or all of its dealers from the state. It is critical that plaintiff-dealers show an intent to terminate on the part of the grantor. Although it would not be enough to show that the grantor made bad management decisions; it might be enough if the plaintiff-dealers can show that the bad decisions were a cover for an intent to slough off the dealers and take over the markets they had developed. Conrad’s Sentry, Inc. v. Supervalu, Inc., 357 F. Supp. 2d 1086 (2005).
135.03 AnnotationAssignment of a second distributor in Wisconsin did not breach the agreement or cause a substantial change in the competitive circumstances of the nonexclusive dealership agreement in violation of this section. However, the defendant’s assignment of a second distributorship was a violation of s. 135.04 because it caused a substantial change in the competitive circumstances of the plaintiff’s truck blower distributorship and the defendant failed to provide the plaintiff with 90 days’ written notice. Wisconsin Compressed Air Corp. v. Gardner Denver, Inc., 571 F. Supp. 2d 992 (2008).
135.03 AnnotationWhen an action becomes so egregious as to amount to constructive termination of the dealership this section is violated. Constructive termination of a dealership agreement can occur when the grantor takes actions that amount to an effective end to the commercially meaningful aspects of the dealership relationship, regardless of whether the formal contractual relationship between the parties continues in force. Girl Scouts of Manitou Council, Inc. v. Girl Scouts of the United States of America, 700 F. Supp. 2d 1055 (2011).
135.03 AnnotationAffirmed in part, reversed in part. 646 F.3d 983 (2011).
135.03 Annotation“Good cause” is not limited to the statutory definition of the term under s. 135.02 (4). A grantor’s own circumstances can constitute good cause for reasonable, essential, and nondiscriminatory changes in the way it does business with dealers. To show good cause for making a substantial change in the competitive circumstances of a dealership agreement, the grantor must demonstrate: 1) an objectively ascertainable need for change; 2) a proportionate response to that need; and (3) a nondiscriminatory action.” This chapter makes no distinction between for-profit and not-for-profit entities, and, as such, the court cannot judicially craft a lower threshold for when not-for-profit organizations wish to substantially change the competitive circumstances of a dealership agreement. Girl Scouts of Manitou Council, Inc. v. Girl Scouts of the United States of America, 700 F. Supp. 2d 1055 (2011).
135.03 AnnotationAffirmed in part, reversed in part. 646 F.3d 983 (2011).
135.03 AnnotationConstructive Termination Under the Wisconsin Fair Dealership Law. Cross & Janssen. Wis. Law. June 1997.
Notes of Decisions
Cited in 103
cases (13 in the last 5 years), 1976–2026 · leading case: Winebow, Inc. v. Capitol-Husting Co., Inc., 914 N.W.2d 631 (Wis. 2018).
Winebow, Inc. v. Capitol-Husting Co., Inc., 914 N.W.2d 631 (Wis. 2018). “See Wis. Stat. § 135.03 . ¶3 Winebow unilaterally terminated its relationship with Capitol-Husting Co.”
Super Valu Stores, Inc. v. D-Mart Food Stores, Inc., 431 N.W.2d 721 (Wis. Ct. App. 1988). “" 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…”
Ziegler Co., Inc. v. Rexnord, 433 N.W.2d 8 (Wis. 1988). “Section 135.03, Stats., [1] gives a grantor the right to terminate, cancel, or fail to renew a dealership for "good cause.”
Jungbluth v. Hometown, Inc., 548 N.W.2d 519 (Wis. 1996). “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.”
Thomas F. Benson v. City of Madison, 2017 WI 65 (Wis. 2017). “For instance, grantors are prohibited from "terminat[ing], cancel[ling], fail[ing] to renew or substantially chang[ing] the competitive circumstances of a dealership agreement without good cause," Wis. Stat. § 135.03 , and usually must provide "at least 90 days' prior written…”
Lee Beverage Co. v. I.S.C. Wines of California, Inc., 623 F. Supp. 867 (E.D. Wis. 1985). “(“United”), terminated, cancelled or substantially changed the plaintiff’s distributorship of wines and brandies without good cause in violation of Wis.Stat. § 135.03. The plaintiff has further alleged that the defendants violated the notice requirements set forth in Wis.”
St. Joseph Equip. v. Massey-Ferguson, Inc., 546 F. Supp. 1245 (W.D. Wis. 1982). “The withdrawal is alleged to be a substantial change in the competitive circumstances of the Dealership Agreement which, under the terms of § 135.03, Wis.Stats., cannot be done without “good cause.”
Wisconsin Compressed Air Corp. v. Gardner Denver, Inc., 571 F. Supp. 2d 992 (W.D. Wis. 2008). “Defendant has filed a motion for summary judgment on plaintiffs claims of breach of contract and its statutory claims that plaintiff violated Wis. Stat. §§ 135.03 and 135.04 of the Wisconsin Fair Dealership Law by assigning a second distributor in Wisconsin; plaintiff has filed…”
Girl Scouts of Manitou Council, Inc. v. Girl Scouts of United States of Am., Inc., 549 F.3d 1079 (7th Cir. 2008). “In defense of its actions, GSUSA argues, first, that it is not changing the competitive circumstances of Manitou’s agreement with GSUSA, and, alternatively, that if GSUSA is doing so, it is with good cause. For the following reasons, we conclude that Manitou has a…”
Designs in Med., Inc. v. Xomed, Inc., 522 F. Supp. 1054 (E.D. Wis. 1981). “Under Wis.Stat. § 135.03: 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.”
H. Phillips Co. v. Brown-Forman Distillers Corp., 483 F. Supp. 1289 (W.D. Wis. 1980). “Section 135.03 of the original statute prohibited cancellation or alteration, without good cause, of dealerships entered into after its effective date.”
Al Bishop Agency, Inc. v. Lithonia-Div. of Nat'l Serv. Indus., Inc., 474 F. Supp. 828 (E.D. Wis. 1979). “Under Wis.Stat. § 135.03: 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.”
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