## Facts

- Wright-Moore Corp., an Indiana-based distributor, entered a one-year distributorship agreement with Ricoh Corp. to distribute Ricoh copiers.
- In July 1984, the parties executed a superseding one-year agreement making Wright-Moore a national distributor for specified copier series and requiring minimum purchases and dealer-service training support.
- The agreement included a choice-of-law clause selecting New York law.
- After the one-year term expired, Ricoh refused to renew the national distributorship.
- Wright-Moore invoked Indiana franchise statutes, alleging that Ricoh’s nonrenewal lacked good cause and involved bad faith or discrimination.

## Issues

1. Whether the New York choice-of-law clause was enforceable to displace Indiana franchise statutes under Indiana conflict-of-laws principles and public policy.
2. Whether Indiana franchise statutes governed the relationship and, if so, whether Ricoh’s nonrenewal complied with statutory requirements of good cause, good faith, and nondiscrimination.
3. Whether Ricoh was entitled to summary judgment on Wright-Moore’s breach of contract, fraud/misrepresentation, and equitable estoppel theories based on pre-contract statements.
4. Whether venue was improper if any claims were reinstated on appeal.

## Decision

- The court enforced the choice-of-law clause only to the extent it did not conflict with Indiana’s mandatory franchise protections.
- The court held that Indiana franchise statutes applied despite the New York choice-of-law clause because Indiana public policy would be defeated if franchisors could contract out of statutory franchise protections.
- The court affirmed summary judgment for Ricoh on Wright-Moore’s breach of contract claim, because the written agreement was for a fixed term and did not guarantee renewal.
- The court affirmed summary judgment for Ricoh on fraud/misrepresentation and equitable estoppel theories tied to pre-contract oral assurances, treating the integrated written agreement as controlling and finding no actionable basis to proceed.
- The court reversed summary judgment in part on statutory franchise claims, concluding that not all issues under the Indiana franchise statutes could be resolved as a matter of law on the existing record, and remanded for further proceedings.
- The court rejected Ricoh’s venue challenge raised by cross-appeal.

## Legal Principles

- A contractual choice-of-law clause will not be applied when doing so would contravene a forum state’s fundamental public policy reflected in mandatory statutory protections.
- State franchise statutes imposing good-faith, nondiscrimination, and good-cause limits on termination or nonrenewal may be nonwaivable and may apply notwithstanding a contractual effort to select another state’s law.
- A fixed-term distributorship agreement without a renewal promise generally is not breached by a refusal to renew, apart from any independent statutory limits on nonrenewal.
- Fraud, misrepresentation, and estoppel claims based on alleged pre-contract oral assurances may fail where a fully integrated written contract governs the parties’ relationship and the asserted reliance is not legally sufficient.

## Conclusion

The Seventh Circuit held that Indiana’s franchise statutes could not be displaced by a New York choice-of-law clause where doing so would defeat Indiana’s protective public policy, affirmed dismissal of contract and related tort/estoppel claims, but reinstated portions of Wright-Moore’s statutory franchise claims for further proceedings and rejected Ricoh’s venue challenge.


Wright-Moore Corp. v. Ricoh Corp., 908 F.2d 128 (7th Cir. 1990)