tributor of such motor vehicles will in any manner benefit or injure such dealer if such dealer shall or shall not sell, assign or transfer all or part of such retail sales contracts to such sales finance company. 3. By an express or implied statement or representation made directly or indirectly, that there is an express or implied obligation on the part of such dealer to sell, assign, or transfer all or part of such retail sales contracts on such motor vehicles to such sales finance company because of any relationship or affiliation between such sales finance company and the manufacturer, wholesaler or distributor of such motor vehicles.

(d) Any such statement or representations set forth in paragraph (c) of this subsection are declared to be unfair trade practices and unfair competition and against the policy of this state, are unlawful and are prohibited.

(e) Any retail motor vehicle dealer who, pursuant to any inducement, statement, promise or threat hereinbefore declared unlawful, shall sell, assign, or transfer any or all of his retail instalment contracts shall not be guilty of any unlawful act and may be compelled to testify to each such act.

(f) No manufacturer shall directly or indirectly pay or give, or contract to pay or give, anything of service or value to any sales finance company licensee in this state, and no such licensee in this state shall accept or receive or contract or agree to accept or receive directly or indirectly any payment or service of value from any manufacturer, if the effect of the payment or giving of any such thing or service or value by the manufacturer, or the acceptance or receipt thereof by the sales finance company licensee, may be to lessen or eliminate competition or tend to grant an unfair trade advantage or create a monopoly in the licensee who accepts or receives the payment, thing, or service of value or contracts or agrees to accept or receive the same.

(g) No used motor vehicle shall be offered for sale by any motor vehicle dealer or motor vehicle salesman unless the speedometer reading thereon shall be turned back to zero.

(h) It shall be unlawful for any motor vehicle dealer or motor vehicle salesman to refuse to furnish, upon request of a prospective purchaser, the name of the previous owner of any used car offered for sale.

Subsection (8) [Penalties] Any person, firm, or corporation violating any of the provisions of this section shall be deemed guilty of misdemeanor and upon conviction thereof shall be punished as follows:

1. For violation of any provision of subsection (7) of this section, by a fine of not exceeding ten thousand dollars or by imprisonment

in the county jail for not to exceed one year, or by both such fine and imprisonment.

2. For violation of subsection (2) of this section, by a fine not exceeding five hundred dollars or by imprisonment in the county jail for a period not to exceed ninety days, or by both such fine and imprisonment.

Subsection (9). Severability.-If any provision of this section or the application thereof to any person or circumstance is held unconstitutional, the remainder of the section and the application of such provision to other persons or circumstances shall not be affected thereby. (1935, c. 474; 1937, c. 377, 378, 417.)

Judicial Decisions

Exceptions to General Antitrust Laws.
Labor Agreements.

In the absence of allegation that employees of the company are organized as an illegal combination, the court held that the union is a lawful organization specifically exempted from the provisions of the antitrust laws. A. J. Monday Co. v. Automobile Workers Local No. 25, 171 Wis. 532, 177 N. W. 867 (1920).

Special Industry Antitrust Act.

Railroads.

A statute similar to sections 190-06 (Rev. Stat. 1878, sec. 1833), prohibiting consolidation of parallel and competing railroad lines is not applicable where a merger results in one continuous main line or in feeder lines and branches. State v. McFetridge, 56 Wis. 256, 14 N. W. 185 (1882).

II. CONTRACTS NOT TO COMPETE

No statutory provisions.

Judicial Decisions

Restrictive Covenants Ancillary to the Sale of a Business.

The sale of goodwill is not of itself sufficient to preclude seller from reengaging in business. There must in addition be an agreement not to compete based upon valuable consideration. Washburne v. Dorsch, 32 N. W. 551, 68 Wis. 436 (1887). Parol evidence is admissible to show that goodwill was purchased and that the seller agreed not to compete. Lazar v. Berg, 179 Wis. 610, 191 N. W. 966 (1923). An agreement by a seller not to engage in the same business in town and its vicinity. unless in partnership with the buyer or by repurchasing the business is valid. Madson v. Johnson, 164 Wis. 612, 160 N. W. 1085 (1917). Where vendor covenants that he, his heirs, his executor, or his assigns, will not engage directly or indirectly as long as the buyer, his heirs, his executors, or his assigns shall engage in such business in the village is not an unreasonable restraint. Cottington v. Swan, 128 Wis. 321, 107 N. W. 336 (1906). A covenant to the vendee not to engage terminates with abandonment or transfer of the business by the vendee. Danke Co. v. Marten, 207 Wis. 290, 241 N. W. 359 (1932). Contracts reasonably restrictive as to time and place are valid. Durbrow Commission Co. v. Donner, 201 Wis. 175, 229 N. W. 635 (1930) (poultry business for 2 years in Milwaukee County-valid); Kradwell v. Thiesen, 131 Wis. 97, 111 N. W. 233 (1907) (drug business for 5 years in city of Racine-valid).

A reasonable area may be as broad as the territorial limits of the business require. General Bronze Corp. v. Schmeling, 208 Wis. 565, 243 N. W. 469 (1932).

A seller reengaging in business outside of the limit fixed in the sales agreement may do business with those coming to him from the restricted territory. Midland Lumber & Coal Co. v. Roessler, 203 Wis. 129, 233 N. W. 614 (1930).

A covenant not to engage in the junk business within a radius of 100 miles is a reasonable restriction and necessary for the protection of its goodwill. Betten Co. Inc. v. Brauman, 218 Wis. 203, 260 N. W. 456 (1935).

An injunction was granted to restrain the vendor of a business from entering the employ of a competitor after covenanting not to compete

in the vicinity for 5 years. My Laundry Co. v. Schmeling, 129 Wis. 597, 109 N. W. 540 (1906).

A contract not to compete in the same city for 5 years and to pay $10 per day as liquidated damages for every day's violation is valid. Palmer v. Toms, 96 Wis. 367, 71 N. W. 654 (1897).

A contract not to compete unlimited in time and place is contrary to public policy and void. Tecktonius v. Scott, 110 Wis. 441, 86 N. W. 672 (1901).

Restrictive Covenants Ancillary to Employment.

A driver's contract not to deliver ice in competition with the employer after termination of employment in a territory larger than his former route and large enough for some 45 other drivers is unreasonable. Wisconsin Ice & Coal Co. v. Lueth, 213 Wis. 42, 250 N. W. 819 (1933).

A covenant that employee will not solicit trade from employer's customers for 2 years after employment is reasonable. Eureka Laundry Co. v. Long, 146 Wis. 205, 131 N. W. 412 (1911). See also Jewel Tea Co. v. Novak, 146 Wis. 224, 131 N. W. 415 (1911).

Although contracts reasonably restricted as to time and place are valid, a covenant by a solicitor that he will not for 2 years after termination of employment solicit business of his employer in the city of Milwaukee and certain specified suburbs was held invalid. Milwaukee Linen Supply Co. v. Ring, 210 Wis. 467, 246 N. W. 567 (1923).

In absence of any contract or circumstances by way of estoppel, a manufacturer cannot exclude a former employee from the competitive field. A. W. Thompson Co. v. Thompson, 224 Wis. 519, 272 N. W. 343 (1937).

III. TYING CONTRACTS AND EXCLUSIVE DEALING ARRANGEMENTS

Rev. Stat. (1939)
Cooperatives

Section 185.08 (2) provides that contracts between an agricultural cooperative association and its members whereby such members agree to sell all or part of their products to or through, or to buy all or part of goods from or through the association or any facilities created by the association, shall be valid; provided that the term of such contracts does not exceed five years; however, contracts may be made self-renewing for periods not exceeding five years. See Cooperatives in projected study.

Judicial Decisions

Exclusive Dealing Arrangements.

A contract of an agent agreeing not to sell or handle any other product but that of his principal during the term of the contract is not in restraint of trade. Butterick Publishing Co. v. Rose, 141 Wis. 533, 124 N. W. 647 (1910).

Breach of an oral promise made by seller's agent not to deal with anyone but the buyer in a particular locality will not justify the buyer in rescinding a contract for the purchase of goods made through such agent. Tufts. v. Weinfeld, 88 Wis. 647, 60 N. W. 992 (1894).

A clause in a month-to-month lease requiring lessor to take electric power exclusively from a certain company is valid. People's Land & Manufacturing Co. v. Beyer, 161 Wis. 349, 154 N. W. 382 (1915).

In Buxbaum v. G. H. P. Cigar Co., 188 Wis. 389, 206 N. W. 59 (1925), evidence of future profits was admissable to support a verdict for damages where an exclusive dealing arrangement to sell cigars was breached by the manufacturer.

An agreement in a lease for 3 years prohibiting the sale of beer on the premises except that manufactured by the lessor is valid since limited to time, space, and extent of trade. Rose v. Gordon, 158 Wis. 414, 149 N. W. 158 (1914). See also Ruhland v. King, 154 Wis. 545, 143 N. W. 681 (1913); Berlin Machine Works v. Perry, 71 Wis. 495, 38 N. W. 82 (1888).

The court restrained persons from maliciously interfering with contracts entered into by and between a cooperative and its members. The court upheld the Cooperative Marketing Act and the contracts and agreements consummated thereunder since the marketing schemes provided for are direct, of benefit to the producer and consumer, and not in violation of the fourteenth amendment to the Federal Constitution. Northern Wis. Cooperative Tobacco Pool v. Bekkedal, 182 Wis. 571, 197 N. W. 936 (1923).