Appeal from the United States District Court for the Eastern District of Wisconsin. No. 00-C-1013--John W. Reynolds, Judge.
Before Posner, Diane P. Wood, and Evans, Circuit
The opinion of the court was delivered by: Evans, Circuit Judge
ARGUED SEPTEMBER 13, 2002
For 14 years, Timothy Van Groll put on his Land O' Lakes hat, shirt, and jacket, and carried milk in his truck, emblazoned with a Land O' Lakes logo, to a Land O' Lakes production facility. Van Groll says that made him a "dealer" entitled to protection under Wisconsin's Fair Dealership Law (WFDL). The district court judge, the late John W. Reynolds, *fn1 disagreed: he granted Land O' Lakes' motion for summary judgment, a decision we review today on Mr. Van Groll's appeal.
Land O' Lakes, Inc. is a Minnesota cooperative that produces and distributes milk, butter, cheese, and other dairy products. Van Groll began transporting raw milk from farmers to Land O' Lakes' Denmark, Wisconsin, production facility in 1986 as an employee of a fellow named Lauren Vander Kintner. In 1990 Van Groll paid $25,000 to Vander Kintner and the two formed a partnership. Six years later, Van Groll bought out Vander Kintner's share of the partnership for $30,000.
In January of 1996, when his buyout of Vander Kintner became final, Van Groll and Land O' Lakes agreed to a deal giving Van Groll's trucking company, creatively named Tim Van Groll Trucking, exclusive rights to haul milk from 12 to 30 farmers within 25 miles of the Denmark facility. The contract was automatically renewable for successive 1-year terms, and either party could terminate it by providing notice of termination 30 days prior to the end of the current term. Land O' Lakes paid to install its logo on Van Groll's truck and required Van Groll to wear a Land O' Lakes uniform while hauling its milk. Van Groll also followed the safety and cleanliness policies set out in a Land O' Lakes manual.
Although Land O' Lakes did not require Van Groll to own his own equipment, Van Groll bought a truck in 1996 for $40,000. He also owned a semi-truck that he used to haul cheese to the east coast. The milk and cheese operations produced roughly the same revenues (approximately $140,000 each in 1998), though he spent most of his time on, and earned most of his profits from, his milk hauling contract with Land O' Lakes.
Van Groll's compensation depended on the volume of milk, its grade, mileage, geographic region, and the size of the farm from which the milk was hauled. He also received a 10 percent fee for delivering detergents and other supplies to the producers on his route. Van Groll did not inventory or take title to any milk he hauled, nor did he sell any dairy products for Land O' Lakes. Land O' Lakes never paid Van Groll for deliveries of butter, cheese, and other products that he made to the producers for their personal consumption.
By 1999 Land O' Lakes sought to terminate the agreement with Van Groll. That spring, knowing that Land O' Lakes would end its dealings with him in January 2000, Van Groll was the only Land O' Lakes hauler to reject a generous severance package offered if he would agree to cancel the contract early. In the months that followed, Land O' Lakes transferred some of the customers on Van Groll's route to other haulers. On November 19, 1999, Land O' Lakes sent Van Groll a letter terminating the agreement, and the relationship ended, 4 years after it had started, in January 2000.
We review a grant of summary judgment de novo, viewing all of the facts, and drawing all reasonable inferences therefrom, in favor of the nonmoving party. Fritcher v. Health Care Serv. Corp., 301 F.3d 811, 815 (7th Cir. 2002). Summary judgment should be granted if the "pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c).
Under the WFDL, "a grantor shall provide a dealer at least 90 days' prior written notice of termination, cancellation, nonrenewal or substantial change in competitive circumstances." Wis. Stat. § 135.04. Van Groll claims Land O' Lakes violated the notice provision by substantially changing the circumstances of their contract and in terminating the agreement. Judge Reynolds held that the notice provision did not apply because Van Groll was not a "dealer" under the WFDL. Van Groll's appeal can only succeed if this determination was wrong.
A "dealer" under Wisconsin law is "a grantee of a dealership situated in [Wisconsin]." Wis. Stat. § 135.02(2). A "dealership" requires:
1. A contract or agreement, either expressed or implied, whether oral or written, between 2 or more persons;
2. by which a person is granted the right to sell or distribute goods or services, or use a trade name, trademark, service mark, logotype, ...