Louisiana Revised Statutes 26:806 – Transfer of wholesaler’s business; interference prohibited
Terms Used In Louisiana Revised Statutes 26:806
- 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. See Louisiana Revised Statutes 26:802
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- 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. See Louisiana Revised Statutes 26:802
- Good faith: means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade. See Louisiana Revised Statutes 26:802
- person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
- 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. See Louisiana Revised Statutes 26:802
- 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. See Louisiana Revised Statutes 26:802
- Supplier: means a manufacturer or importer of beer and light wine brands as registered with the commissioner. See Louisiana Revised Statutes 26:802
- Wholesaler: means a wholesaler of beer and light wine as licensed under this Title. See Louisiana Revised Statutes 26:802
A. Upon written notice of intent to transfer the wholesaler‘s business, any individual owning or deceased individual who owned an interest in a wholesaler may transfer the wholesaler’s business to a designated member, or to any other person who meets the nondiscriminatory, material, and reasonable qualifications and standards required by the supplier for similarly situated wholesalers. The consent or approval of the supplier shall not be required for any transfer of the wholesaler’s business, including the assignment of the wholesaler’s rights under the agreement, to a designated member or shall not be withheld or unreasonably delayed to a proposed transferee who meets such nondiscriminatory, material, and reasonable qualifications and standards. A designated member or transferee shall in no event be qualified as a transferee, without the written approval or consent of the supplier, when such proposed transferee has been involved in any of the following:
(1) Insolvency, filing of any voluntary or involuntary petition under any bankruptcy or receivership law, or execution of an assignment for the benefit of creditors.
(2) Revocation or suspension of an alcoholic beverage license by the regulatory agency of the United States or any state, whereby service was interrupted for more than thirty-one days.
(3) Conviction of the proposed transferee or any owner thereof of a felony under the United States Code or the laws of any state which reasonably may adversely affect the goodwill or interest of the wholesaler or supplier.
(4) Had an agreement involuntarily terminated, cancelled, not renewed, or discontinued by a supplier for good cause.
B. The supplier shall not interfere with, prevent, or unreasonably delay the transfer of the wholesaler’s business, including an assignment of wholesaler’s rights under the agreement, if the proposed transferee is a designated member or if the transferee other than a designated member meets such nondiscriminatory, material, and reasonable qualifications and standards required by the supplier for similarly situated wholesalers. If the transferee is other than a designated member, the supplier may in good faith and for good cause related to the reasonable qualifications refuse to accept the transfer of the wholesaler’s business or the assignment of the wholesaler’s rights under the agreement.
Acts 1993, No. 132, §1, eff. May 26, 1993.