Acd Distribution LLC v. Wizards of the Coast LLC, 20-35828

ACD Distribution LLC (Wisconsin distributor) sued Wizards of the Coast LLC (Washington game publisher) after Wizards declined to renew their distribution agreement.
ACD invoked Wisconsin’s Fair Dealership Law (WFDL), arguing Wizards could not terminate or decline renewal without “good cause.”
The parties’ written agreement contained a broad Washington choice-of-law clause and venue in Washington; Wizards relied on that clause to avoid the WFDL.
The district court granted judgment on the pleadings for Wizards and awarded Wizards attorneys’ fees under the contract’s fee-shifting provision.
On appeal the Ninth Circuit applied Washington choice-of-law rules (Restatement § 187 framework as interpreted in Erwin) and held ACD failed to show Wisconsin had a “materially greater interest” to displace the parties’ choice of Washington law; the court affirmed the judgment and fee award.
Judge Ebel dissented, arguing Wisconsin’s statutory anti-waiver policy (WFDL) reflects a materially greater state interest that should control despite the contractual choice-of-law clause.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Wisconsin’s WFDL applies despite the parties’ Washington choice-of-law clause	WFDL protects dealers and cannot be waived by contract; it governs termination/renewal and prevents cancellation without good cause	The contract’s broad Washington choice-of-law clause governs disputes about renewal/termination; ACD waived any argument limiting the clause	Washington law applies; ACD failed to show Wisconsin has a materially greater interest to defeat the parties’ choice; choice-of-law clause governs
Entitlement to attorneys’ fees under the contract	Fees not recoverable (ACD argued against award)	Contract expressly allows Wizards to recover reasonable attorneys’ fees and costs to enforce the agreement	Award affirmed: courts found legal action was necessary to enforce contract terms and fee-shifting clause applies

Daewoo Elecs. Am. Inc. v. Opta Corp., 875 F.3d 1241 (9th Cir. 2017) (standard of review for judgment on the pleadings is de novo)
Erwin v. Cotter Health Ctrs., 167 P.3d 1112 (Wash. 2007) (Washington’s interpretation of Restatement § 187 and interest-balancing for choice-of-law)
Hearst Commc’ns, Inc. v. Seattle Times Co., 115 P.3d 262 (Wash. 2005) (principles of contract interpretation and focusing on reasonable meaning of words)
United States v. Anekwu, 695 F.3d 967 (9th Cir. 2012) (preservation/waiver rule for arguments not raised below)
Lagstein v. Certain Underwriters at Lloyd’s of London, 725 F.3d 1050 (9th Cir. 2013) (standard of review for entitlement to attorneys’ fees: legal questions de novo, factual findings for clear error)
Bangerter v. Hat Island Cmty. Ass’n, 472 P.3d 998 (Wash. Ct. App. 2020) (recognizing circumstances when legal action is necessary to enforce contract terms)