Antitrust Law Daily Wrap Up, FRANCHISING & DISTRIBUTION—E.D. Wisc.: Wisconsin court denies distributor’s bid to dismiss or transfer Briggs & Stratton declaratory suit, (Mar 11, 2026)

By Patricia K. Ruiz, J.D.

The court found that the agreement’s permissive forum-selection language supports keeping the declaratory contract dispute in Wisconsin.

The U.S. District Court for the Eastern District of Wisconsin rejected a motion to dismiss for lack of personal jurisdiction and improper venue by Congdon Associates d/b/a CADCO’s. The court also denied CADCO’s alternative request to transfer Briggs & Stratton, LLC’s declaratory judgment action to the Eastern District of Pennsylvania. The court’s analysis centered on the Distributor Agreement’s forum selection clause, concluding that its permissive language allowed Briggs, as an assignee of Ferris Industries, to sue in the state where Ferris’s principal office is now located, thereby supporting both personal jurisdiction and venue (Briggs & Stratton, LLC v. Congdon Associates d/b/a CADCO, No. 2:25-cv-00718-NJ (E.D. Wis. Mar. 6, 2026)).

Background. The dispute stems from a long running distributor relationship that began when CADCO entered a 1999 Distributor Agreement with Ferris to sell Ferris branded lawn and garden equipment to retail dealers in parts of the eastern United States. In 2004, Briggs acquired Ferris and was assigned Ferris’s rights under the Agreement; Briggs now manufactures Ferris branded equipment, and CADCO distributes to authorized retail dealers in Pennsylvania, New Jersey, Delaware, and Maryland.

In March 2025, Briggs told CADCO it intended to deploy business development managers to recruit new dealer-direct relationships and expand market share within CADCO’s territory. On March 27, CADCO’s counsel asserted that Briggs’s plan would breach what CADCO characterized as exclusive territorial rights. Briggs filed suit seeking declarations that the Agreement does not grant CADCO exclusivity; that Briggs may sell directly or appoint additional resellers in CADCO’s territory; and that Briggs may terminate the relationship in accordance with the Agreement without liability.

Personal jurisdiction. On personal jurisdiction, CADCO argued it lacked sufficient Wisconsin contacts, noting it does not distribute, market, or maintain facilities in the state and claiming its only tie to the forum is the contractual link created by Briggs’s 2004 acquisition of Ferris. Briggs countered that a forum selection clause in Section 21 of the Agreement permits suit in the state where Ferris’s principal office is located—now Wisconsin—thus constituting consent to jurisdiction. The court held that the clause is permissive and not limited to New York or Pennsylvania, and that Briggs, as Ferris’s assignee, inherited Ferris’s clause-based rights; CADCO’s motion to dismiss for lack of personal jurisdiction was denied.

Venue. Addressing venue, the court concluded that CADCO’s consent to personal jurisdiction via the forum selection clause inherently encompassed consent to venue in the Eastern District of Wisconsin, defeating CADCO’s Rule 12(b)(3) challenge. The court relied on the federal venue statute and cited authority permitting consideration of materials beyond the complaint when venue is contested, ultimately finding venue proper and denying dismissal on that ground.

Transfer. As for CADCO’s alternative request to transfer under 28 U.S.C. § 1404(a), the court noted that parties who agree to a valid forum selection clause generally waive arguments about the convenience of another forum, narrowing the analysis to public interest factors. Although the court observed that public interest “weighs slightly in favor” of transfer to Pennsylvania given localized interests, it found the case not so exceptional as to overcome the agreed forum; it also noted CADCO’s willingness to travel to Milwaukee for business discussions. The transfer motion was denied.

The Case is No. 2:25-cv-00718-NJ.

Judge: Joseph, N.

Attorneys: Nicholas S. Covek (Foley & Lardner LLP) for Briggs & Stratton. Daniel A. Manna (Gass Turek LLC) for Congdon Associates.

Companies: Congdon Associates

Cases: FranchisingDistribution WisconsinNews