12-9-102. Definitions.

(a) As used in this act:

(i) "Brand" means any word, name, group of letters, symbol, trademark or combination thereof but not including the name of the supplier adopted and used by a supplier on a label to identify a specific beer or malt beverage and to distinguish that product from the label of another beer or malt beverage produced or marketed by that or another manufacturer;

(ii) "Brand extension" means any brand which incorporates all or a substantial part of the unique features of the label of a preexisting brand of the same manufacturer. A brand extension is not considered a new or different brand. Except for good cause a manufacturer shall assign a brand extension to the wholesaler which was granted the exclusive sales territory to the brand from which the brand extension resulted;

(iii) "Designated member" means the spouse, child, grandchild, parent, brother or sister of a deceased individual who owned an interest in a distributor's business, who is entitled to inherit the deceased individual's ownership interest in the distributor under the terms of the deceased individual's will, or who has otherwise been designated in a valid testamentary instrument by the deceased individual to succeed the deceased individual in the distributor's business, or who is entitled to inherit such ownership interest under the laws of intestate succession of this state. With respect to an incapacitated individual owning an ownership interest in a distributor, "designated member" means the person appointed by a court as the conservator of the individual's property. The term also includes the appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a distributor's business;

(iv) "Distributor" or "wholesaler" means any person licensed in the state to sell and distribute malt beverages at wholesale to persons who are licensed to sell malt beverages at retail in Wyoming;

(v) "Franchise" means a contract or agreement either expressed or implied, whether oral or written, for a definite or indefinite period of time in which a manufacturer grants to a malt beverage distributor the right to purchase, resell and distribute any brand or brands offered by the manufacturer;

(vi) "Franchisee" means a malt beverage distributor to whom a franchise is offered or granted;

(vii) "Franchisor" means a malt beverage manufacturer who grants a franchise to a malt beverage distributor;

(viii) "Fraud" means:

(A) A misrepresentation in any manner, whether intentionally false or arising from gross negligence, of a material fact;

(B) An intentional failure to disclose a material fact;

(C) Any artifice employed to deceive another.

(ix) "Good cause" means:

(A) Insolvency of the distributor, the filing of any petition by or against the distributor under any bankruptcy or receivership law, or the dissolution or liquidation of the wholesaler which materially affects the distributor's ability to remain in business;

(B) Revocation or suspension of the distributor's license whereby the distributor cannot distribute malt beverages for more than sixty (60) days;

(C) The distributor or an individual who owns more than ten percent (10%) of the stock of a corporate distributor has been convicted of a felony. As used in this paragraph, "felony" means a felony under the United States Code or laws of this state;

(D) The distributor intentionally sells the supplier's products to a retailer or retailers outside that distributor's assigned territory;

(E) There is a failure by the distributor to comply with a provision of the agreement with a manufacturer which is both reasonable and of material significance to the business relationship between the distributor and the manufacturer and which failure has not been cured by the distributor pursuant to the provisions of this act.

(x) "Good faith" means honesty in fact in the conduct of the transaction involved and the observance of reasonable commercial standards of fair dealing in the trade;

(xi) "Manufacturer" means any person licensed to manufacture or import malt beverages for distribution to distributors licensed in Wyoming;

(xii) "Person" means a natural person, corporation, association, partnership, trust or other business entity and, in case of a business entity, shall include any other entity in which it has a majority interest or it effectively controls, as well as the individual officers, directors, and other persons in active control of the activities of each entity. "Person" also includes heirs, assignees, personal representatives and guardians;

(xiii) "Reasonable qualifications" means the average standard of the criteria used by the respective manufacturer for similarly situated distributors that entered into or renewed an agreement with the manufacturer during a period of twenty-four (24) months prior to the proposed transfer of the distributor's business;

(xiv) "Retaliatory action" includes, but is not limited to, the refusal to continue an agreement, or a material reduction in the quality of service or quantity of products available to a distributor under an agreement, which is not made in good faith as defined in this act;

(xv) "Sale" includes the issuance, transfer, agreement for transfer, exchange, pledge, hypothecation or mortgage in any manner or form, whether by transfer in trust or otherwise, of malt beverages or of any franchise related thereto for consideration and any option, subscription or other contract for consideration;

(xvi) "Similarly situated distributors" means distributors of a manufacturer that are of a generally comparable size, and operate in markets with similar demographic characteristics, including population, size, density, distribution and economic conditions;

(xvii) "Transfer of a distributor's business" means the voluntary sale, assignment or other transfer, including the sale or other transfer of stock or assets by merger, consolidation or dissolution of:

(A) The business;

(B) Control of the business of the distributor; or

(C) An ownership interest of ten percent (10%) or more of the business of the distributor.

(xviii) "This act" means W.S. 12-9-101 through 12-9-119.