§ 3-5-1102 - Definitions. - Arkansas Statutes

3-5-1102. Definitions.

(a) The following words or phrases, or the plural thereof, whenever they appear in this subchapter shall have, unless the context clearly requires otherwise, 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) 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

(B) 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) "Designated member" means and includes:

(A) The spouse, child, grandchild, parent, brother, or sister of a deceased individual who owned an interest, including a controlling interest, in a wholesaler;

(B) Any person who inherits under the deceased individual's will or under the laws of intestate succession of this state;

(C) Any person or entity which has through a valid testamentary device by the deceased individual succeeded the deceased individual's ownership interest in the wholesaler pursuant to a written contract or instrument which has been previously approved by a supplier;

(D) The appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an ownership interest in a wholesaler; and

(E) The person appointed by a court as the guardian or conservator of the property of an incapacitated individual owning an ownership interest in a wholesaler;

(4) "Good faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade, as defined in and interpreted under the Uniform Commercial Code, 4-1-201;

(5) "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 (24) 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 (24) months prior to the proposed change in the manager or successor manager of the wholesaler's business;

(6) "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;

(7) "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;

(8) "Substantial stockholder or substantial partner" means a stockholder of or partner in the wholesaler who owns an interest of ten percent (10%) or more of the partnership or of the capital stock of a corporate wholesaler;

(9) "Director" means the Director of the Alcoholic Beverage Control Division;

(10) "Supplier" means a manufacturer or importer of beer and light wine brands as registered with the director;

(11) "Transfer of wholesaler's business" means the voluntary sale, assignment, or other transfer of ten percent (10%) or more or control of the business or all or substantially all of the assets of the wholesaler, or ten percent (10%) 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;

(12) "Wholesaler" means a wholesaler of beer and light wine as licensed by the Alcoholic Beverage Control Board and as defined in 3-5-202(10);

(13) "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;

(14) "Beer" includes light wine and shall carry the same definitions as set forth in 3-5-202(3) and (4).

(b) Other words and phrases used in this subchapter shall have the meanings ascribed to them in 3-1-102 and 3-5-202, as amended, and any acts amendatory thereof, supplementary thereto, or substituted therefor unless the context clearly requires otherwise.