§802. Definitions

            A. The following words or phrases, or the plural thereof, whenever they appear in this Chapter, unless the context clearly requires otherwise, shall have the meanings ascribed to them in this Section:

            (1) "Agreement" means any agreement between a wholesaler and a supplier, whether oral or written, whereby a wholesaler is granted the right to purchase and sell a brand or brands of beer sold by a supplier.

            (2) "Ancillary business" means a business owned by the wholesaler, by a substantial stockholder of a wholesaler, or by a substantial partner of a wholesaler the primary business of which is directly related to the transporting, storing, or marketing of the brand or brands of beer of a supplier with whom the wholesaler has an agreement; or a business owned by a wholesaler, a substantial stockholder of a wholesaler, or a substantial partner of a wholesaler which recycles empty beverage containers of the supplier.

            (3) "Beer" means a beverage obtained by alcoholic fermentation of an infusion or concoction of barley or other grain, malt, and hops in water.

            (4) "Commissioner" means the commissioner of the office of alcohol and tobacco control.

            (5) "Designated member" means the spouse, child, grandchild, parent, brother, or sister of a deceased individual who owned an interest, including a controlling interest, in a wholesaler, or any person who inherits under the deceased individual's will, or under the laws of intestate succession of this state; or any person who or entity which has otherwise, through a valid testamentary device by the deceased individual, succeeded the deceased individual in the wholesaler's business, or has succeeded to the deceased individual's ownership interest in the wholesaler pursuant to a written contract or instrument which has been previously approved by the supplier; and also includes the appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a wholesaler. Designated member also includes the person appointed by a court as the curator or conservator of the property of an incapacitated individual owning an ownership interest in a wholesaler.

            (6) "Good faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.

            (7) "Reasonable qualifications" means the standard of the reasonable criteria established and consistently used by the respective supplier for similarly situated wholesalers that entered into, continued, or renewed an agreement with the supplier during a period of twenty-four months prior to the proposed transfer of the wholesaler's business, or for similarly situated wholesalers who have changed managers or designated managers during a period of twenty-four months prior to the proposed change in the manager or successor manager of the wholesaler's business.

            (8) "Retaliatory action" means the refusal to continue an agreement, or a material reduction in the quality of service or quantity of products available to a wholesaler under an agreement, which refusal or reduction is not made in good faith.

            (9) "Sales territory" means an area of exclusive sales responsibility for the brand or brands of beer sold by a supplier as designated by an agreement.

            (10) "Similarly situated wholesalers" means wholesalers of a supplier that are of a generally comparable size, and operate in markets with similar demographic characteristics, including population size, density, distribution, and vital statistics, as well as reasonably similar economic and geographic conditions.

            (11) "Substantial stockholder or substantial partner" means a stockholder of or partner in the wholesaler who owns an interest of ten percent or more of the partnership or of the capital stock of a corporate wholesaler.

            (12) "Successor" means a person who replaces a supplier, importer, broker, or wholesaler with regard to the right to manufacture, sell, distribute, broker, or import a brand or brands of beer or light wine.

            (13) "Supplier" means a manufacturer or importer of beer and light wine brands as registered with the commissioner.

            (14) "Transfer of wholesaler's business" means the voluntary sale, assignment, or other transfer of ten percent or more or control of the business or all or substantially all of the assets of the wholesaler, or ten percent or more or control of the capital stock of the wholesaler, including without limitation the sale or other transfer of capital stock or assets by merger, consolidation, or dissolution, or of the capital stock of the parent corporation, or of the capital stock or beneficial ownership of any other entity owning or controlling the wholesaler.

            (15) "Wholesaler" means a wholesaler of beer and light wine as licensed under this Title.

            B. Other words and phrases used in this Chapter shall have the meanings ascribed to them in this Title, unless the context clearly requires otherwise.

            Acts 1993, No. 132, §1, eff. May 26, 1993; Acts 2016, No. 386, §1.