353 F. Supp. 3d 760
E.D. Wis.2018Background
- PMT Machinery Sales, Inc. (PMT) formed in 2015 to sell Yama Seiki machine tools in eastern Wisconsin after prior dealer lost the line; PMT solicited customers and negotiated sale prices but customers ordered directly from Yama Seiki.
- PMT received a December 30, 2015 "exclusive letter of dealership" for the Goodway line conditioned on meeting specific requirements; PMT rejected those conditions and never met them.
- Yama Seiki listed PMT as a dealer on its website and provided brochures, trade-show exhibitor passes, and a confidential pricing list; PMT made minimal advertising expenditures and performed installation, training, and warranty work (subcontracted to Precision).
- PMT sold twelve Yama Seiki machines (approx. $235,389.55 revenue 2015–May 2018) and received a top-performer award in 2017; PMT alleges Yama Seiki later allowed others to sell in PMT’s territory, breaching the Wisconsin Fair Dealership Law (WFDL).
- Yama Seiki removed the case to federal court; it moved for summary judgment arguing PMT was not a "dealer" under the WFDL. The court granted summary judgment for Yama Seiki and dismissed the action with prejudice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the parties had a "dealership" under the WFDL | PMT contends an agreement (oral/implied) granted exclusivity and rights to sell/distribute Yama Seiki products | Yama Seiki says no meeting of minds on essential terms; PMT merely solicited orders and never had authority to bind Yama Seiki | Court held PMT is not a "dealer" under the WFDL because it lacked the required rights |
| Whether PMT had a "right to sell or distribute" grantor's products | PMT argues it solicited customers, negotiated prices, and effectively sold Yama Seiki products | Yama Seiki argues PMT was a manufacturer’s representative without authority to transfer title or bind sales; customers ordered and were billed by Yama Seiki | Held PMT lacked authority to transfer product or commit Yama Seiki to sales; analogous to manufacturer’s rep cases, so no right to sell |
| Whether PMT had right to use Yama Seiki's trademark/commercial symbol | PMT notes use of Yama Seiki logo on website, brochures, and limited joint advertising | Yama Seiki contends PMT’s use was de minimis and did not prominently associate PMT with the brand or involve substantial advertising investment | Held PMT’s use was minimal (brochures, website listing, small ad contribution, trade-show presence) and insufficient to meet WFDL trademark-use requirement |
| Whether factual disputes precluded summary judgment | PMT asserted factual disputes about exclusivity and investment | Yama Seiki argued those disputes are immaterial to the dispositive legal question of dealership status | Court found no genuine dispute on the dispositive elements and granted summary judgment for Yama Seiki |
Key Cases Cited
- Foerster, Inc. v. Atlas Metal Parts Co., 105 Wis.2d 17, 313 N.W.2d 60 (Wis. 1981) (manufacturer’s representative lacking authority to commit sales is not a "dealer" under WFDL)
- John Maye Co. v. Nordson Corp., 959 F.2d 1402 (7th Cir. 1992) (most important factor is ability to transfer product or bind grantor at moment of sale; no such authority means no WFDL protection)
- Benson v. City of Madison, 376 Wis.2d 35, 897 N.W.2d 16 (Wis. 2017) (WFDL’s definition of "dealership" is broad and nuanced; courts analyze agreement, rights granted, and community of interest)
- Frieburg Farm Equip., Inc. v. Van Dale, Inc., 978 F.2d 395 (7th Cir. 1992) (business relationships that are not dealerships fall outside WFDL protection)