## Facts

- St. Joseph Equipment was a longtime dealer (since 1958) of construction machinery manufactured and/or sold by Massey-Ferguson under a 1976 Dealer Sales and Service Agreement and Product Supplement covering construction equipment.
- By the mid-1970s, most construction machinery sold in North America by Massey-Ferguson was imported from affiliated companies abroad.
- After substantial losses and declining market share, Massey-Ferguson decided in early 1978 to withdraw entirely from the North American construction-machinery market.
- On March 16, 1978, Massey-Ferguson sent St. Joseph and other dealers a Mailgram stating it would discontinue marketing construction machinery in North America.
- St. Joseph sued alleging the withdrawal effectively terminated its dealership or substantially changed its competitive circumstances without required statutory protections and also asserted common-law and contract-based claims.
- The case was removed to federal court, where Massey-Ferguson moved for summary judgment on all claims.

## Issues

1. Whether a nondiscriminatory, across-the-board withdrawal from an entire product market constitutes a “termination” or “substantial change in competitive circumstances” requiring “good cause” under the Wisconsin Fair Dealership Law (WFDL).
2. Whether, even if the WFDL’s “good cause” restriction does not apply to the market withdrawal, the WFDL’s statutory notice requirements still apply and were satisfied.
3. Whether the withdrawal supported liability for breach of contract, breach of fiduciary duty, or breach of an implied duty of cooperation.

## Decision

- Summary judgment was granted for Massey-Ferguson on the WFDL claim to the extent it challenged the market withdrawal itself as lacking “good cause.”
- Summary judgment was denied on the WFDL notice-compliance theory, leaving for further proceedings whether statutory notice requirements were met.
- Summary judgment was granted for Massey-Ferguson on breach of contract, breach of fiduciary duty, and breach of implied duty of cooperation.

## Legal Principles

- A nondiscriminatory, large-scale withdrawal from an entire product market, affecting all dealers equally, is not treated as a WFDL “termination” or “substantial change in competitive circumstances” triggering the statute’s “good cause” restriction.
- The WFDL’s notice provisions may still apply to a grantor’s broad market withdrawal, even when the statute does not constrain the business decision to exit the market.
- Where the dealership agreement reserves the grantor’s right to modify or discontinue products, discontinuing a product line generally does not constitute a breach of contract.
- An arm’s-length manufacturer–dealer relationship does not, without more, create fiduciary duties beyond contractual and statutory obligations.
- Implied duties of cooperation or good faith cannot override express contractual terms allocating the risk of product discontinuation.

## Conclusion

The court held that Massey-Ferguson could exit the North American construction-machinery market without satisfying the WFDL’s “good cause” standard because the withdrawal was uniform and not dealer-targeted, but it could still be required to comply with the WFDL’s statutory notice regime; all non-WFDL theories were rejected as a matter of law.


St. Joseph Equip. v. Massey-Ferguson, Inc., 546 F. Supp. 1245 (W.D. Wis. 1982)