Thomas F. Benson v. City of Madison
2017 WI 65
| Wis. | 2017Background
- City of Madison owned four public golf courses and entered into multi-year operating agreements with four golf professionals (Golf Pros) to manage clubhouse operations, collect greens fees, run pro shops, rent carts/clubs, sell concessions, hire staff, and remit certain revenues to the City.
- Agreements characterized Golf Pros as independent contractors; City retained ownership of land/buildings and maintained the turf and utilities; City set some prices (greens fees, passes); Golf Pros received base payments plus concession/pro shop income shares.
- In 2012 the City decided to internalize clubhouse operations and informed Golf Pros it would not renew their agreements; Golf Pros served a notice of claim and later sued under the Wisconsin Fair Dealership Law (WFDL), seeking damages for alleged improper nonrenewal/termination without required notice or good cause.
- The circuit court granted summary judgment to the City, holding the Golf Pros were not "dealers" under the WFDL; the court of appeals affirmed; the Wisconsin Supreme Court granted review.
- The Supreme Court reversed: it held the WFDL applies to the City (a municipal corporation), the Golf Pros’ relationships qualified as "dealerships" (they were granted the right to sell City services and there was a community of interest), the claims were timely, and the City was not immune.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the WFDL apply to the City (is City a "person")? | City is a "person" under WFDL because definition includes corporations/other entities; City is a municipal corporation. | The WFDL's "person" excludes municipalities; statutes protecting municipal powers and canons (presumption against applying general statutes to government) show exclusion. | WFDL applies: "person" includes municipal corporations; legislative definitions and precedent support including cities. |
| Were the Golf Pros "granted the right to sell or distribute goods or services"? | Golf Pros were authorized to sell access to City golf services (collect greens fees, process passes, rent carts/clubs) — i.e., they sold City services to the public. | Golf Pros were selling their own services/merchandise, not City services; at most they were like cashiers/attendants. | Held for Golf Pros: agreements granted the right to sell City services (access to courses, rentals), so the statutory element is met. |
| Was there a "community of interest" between City and Golf Pros? | Yes — Golf Pros invested substantial resources, shared revenue, coordinated operations, and termination threatened their economic health. | The City argued distinctions (independence, limited sharing) that negated interdependence. | Held for Golf Pros: continuing financial interest and interdependence existed; community of interest requirement satisfied. |
| Are the claims time-barred or barred by governmental immunity? | Claims timely: accrual on October 12, 2012 (notice of nonrenewal); notice-of-claim statute applies, complaint filed within one year + 120 days; WFDL claim is statutory (not tort) so no immunity. | City contended accrual occurred earlier (Aug 2012) or notice-of-claim not applicable; also asserted governmental immunity under §893.80(4). | Held for Golf Pros: accrual was Oct 12, 2012; notice-of-claim applied; suit timely; governmental immunity inapplicable because WFDL claim is not a tort claim. |
Key Cases Cited
- Marks v. Houston Cas. Co., 369 Wis. 2d 547, 881 N.W.2d 309 (2016) (standard of review for summary judgment cited)
- Hirschhorn v. Auto-Owners Ins. Co., 338 Wis. 2d 761, 809 N.W.2d 529 (2012) (procedural/summary judgment precedent cited)
- Kania v. Airborne Freight Corp., 99 Wis. 2d 746, 300 N.W.2d 63 (1981) (three-part dealership test and limits on liberal construction)
- Baldewein Co. v. Tri-Clover, Inc., 233 Wis. 2d 57, 606 N.W.2d 145 (2000) (community-of-interest guidance; economic vulnerability when dealer invests substantially)
- Ziegler Co. v. Rexnord, Inc., 139 Wis. 2d 593, 407 N.W.2d 873 (1987) (guideposts for community of interest: continuing financial interest and interdependence)
- Foerster, Inc. v. Atlas Metal Parts Co., 105 Wis. 2d 17, 313 N.W.2d 60 (1981) (characterizations of "right to sell")
- Hyland, Hall & Co. v. City of Madison, 73 Wis. 2d 364, 243 N.W.2d 422 (1976) (municipal corporation treated as "corporation/person" for statutory purposes)
- Les Moise, Inc. v. Rossignol Ski Co., Inc., 122 Wis. 2d 51, 361 N.W.2d 653 (1985) (accrual rules for WFDL claims; notice/termination timing)