## Facts

- William Wrigley Jr. Co., an Illinois chewing-gum manufacturer, sold products in Wisconsin (1973–1978) through sales representatives but had no Wisconsin offices or real property.
- Orders solicited in Wisconsin were sent to Chicago for approval and, if approved, filled by shipment from outside Wisconsin.
- Wrigley’s Wisconsin sales force kept company-provided materials, including display racks and an average $1,000 wholesale value stock of gum, typically stored in representatives’ homes; at least one representative used rented storage reimbursed by Wrigley.
- A district manager based in Illinois periodically visited Wisconsin, and a regional manager residing in Wisconsin supervised and supported sales activities, including meetings, reports, recruiting, and evaluation.
- Sales representatives engaged in additional in-state conduct beyond order-taking, including replacing stale gum at no cost and using “agency stock checks” to supply gum from in-state inventory to retailers and bill them.
- Wisconsin assessed a corporate franchise (net income) tax, concluding Wrigley’s Wisconsin activities exceeded the protection of 15 U.S.C. § 381 (Public Law 86-272).
- The Wisconsin Supreme Court ruled for Wrigley, treating the activities as protected solicitation; the state sought U.S. Supreme Court review.

## Issues

1. What “solicitation of orders” means under 15 U.S.C. § 381(a), including whether it covers sales-related activities beyond direct requests to purchase.
2. Whether Wrigley’s in-state practices (stale-gum replacement, in-state inventory, and inventory-based transactions via agency stock checks) exceeded protected solicitation.
3. Whether any non-solicitation conduct was sufficiently minor to fall within a de minimis exception and preserve § 381 immunity.

## Decision

- The Supreme Court reversed the Wisconsin Supreme Court and held Wrigley’s Wisconsin activities fell outside § 381(a)’s protection.
- “Solicitation of orders” covers conduct that is entirely ancillary to requesting purchases—i.e., with no independent business function apart from facilitating solicitation.
- Activities serving independent business functions are not protected, even if performed by sales personnel.
- Wrigley’s stale-gum replacement, inventory maintenance tied to that program, and agency stock check transactions were independent business functions and not de minimis.
- Wisconsin could impose its franchise tax on Wrigley’s Wisconsin-attributable income.

## Legal Principles

- Under 15 U.S.C. § 381(a), a state may not impose a net income tax when an out-of-state seller’s only in-state business activities are solicitation of orders for tangible personal property, with orders approved and filled from out of state.
- “Solicitation of orders” includes explicit or implicit proposals to sell and activities entirely ancillary to requesting purchases.
- Activities that have independent business utility beyond solicitation (e.g., after-sales service or local sales from in-state inventory) are not solicitation and defeat § 381 immunity.
- A limited de minimis exception exists for non-ancillary activity, but systematic or continuous non-solicitation conduct is not de minimis.

## Conclusion

The Court held that § 381 protects only solicitation and strictly ancillary conduct; because Wrigley performed non-ancillary in-state functions—particularly inventory-based transactions and stale-gum replacement—Wisconsin was not barred from imposing its net income tax.


Wis. Dep’t of Revenue v. William Wrigley, Jr., Co., 505 U.S. 214 (1992)