BEVERAGE DISTRIBUTOR AGREEMENTS

RSA tit. XIII, ch. 180

in effect

RSA 180:1 Definitions.

180:1. Definitions. I. "Beverage distributors agreement" means a commercial relationship, not necessarily in writing, of definite or indefinite duration, between a beverage manufacturer license holder, brew pub, or beverage vendor, and a wholesale distributor, pursuant to which the wholesale distributor has been authorized to distribute one or more of the brewer's brands of beverages. A beverage distributors agreement shall not be considered to be a franchise relationship. The performance or accomplishment of any of the following acts shall constitute prima facie evidence of an agreement: (a) The shipment or preparation for shipment of fermented malt beverages by any beverage manufacturer, beverage vendor, or its agents to a wholesale distributor within this state; (b) The acceptance of any order for fermented malt beverages by any brew pub, beverage manufacturer, beverage vendor, or its agents to a wholesale distributor within this state; or (c) The payment by a wholesale distributor and the acceptance of payment by any beverage manufacturer, brew pub, beverage vendor, or its agent or the shipment of an order for beverages intended for sale within this state. II. "Beverage sales territory" means the area of primary sales responsibility expressly or impliedly designated by any agreement between a wholesale distributor and a brew pub, beverage manufacturer, or beverage vendor for the brand or label of a beverage manufacturer or brew pub, or an area designated in a filing with the state liquor commission for self-distribution by a brew pub or beverage manufacturer. III. "Good cause" means the failure by any party to an agreement, without reasonable excuse or justification, to comply substantially with an essential and reasonable requirement imposed by either party. IV. "Wholesale distributor licensee" means any person offering beverages for sale or resale to retailers without regard to whether the business of the person is conducted under the terms of an agreement with a beverage manufacturer, brew pub, or beverage vendor. Source. 1990, 255:1. 1996, 289:8, 9. 1997, 207:19. 1999, 169:9. 2003, 231:38, eff. July 1, 2003.

RSA 180:2 Acts Prohibited.

180:2. Acts Prohibited. No beverage manufacturer license holder, brew pub, or beverage vendor shall: I. Induce, coerce, or attempt to induce or coerce, any wholesale distributor licensee to accept delivery of any beverage or any other commodity which has not been ordered by the wholesale distributor, provided that recommendation, endorsement, exposition, persuasion or argument shall not be deemed to constitute inducement or coercion prohibited under this paragraph. II. Require a wholesale distributor to assent to any condition, stipulation, or provision limiting the wholesale distributor's right to sell the product of any other beverage manufacturer, brew pub, or beverage vendor anywhere in the state, provided that the acquisition of the product of another beverage manufacturer, brew pub, or beverage vendor in the reasonable judgment of the beverage manufacturer, brew pub, or beverage vendor, would materially impair the quality of service or quantity of sales of the existing brand or label of the beverage manufacturer, brew pub, or beverage vendor seeking to impose the condition, stipulation or provision. III. After designating a sales territory for which any wholesale distributor shall be primarily responsible, enter into any agreement with any other wholesale distributor for the purpose of establishing an additional agreement for its brand or label in the same territory served by a wholesale distributor with that particular brand or label, or file with the commission for self-distribution in the designated territory. No wholesale distributor, brew pub, or beverage manufacturer shall make any sale or delivery of a beverage to any on-premises or off-premises licensee whose place of business is not within the territory designated. IV. Unreasonably require or prohibit any change in management or personnel of any wholesale distributor. V. Unreasonably withhold consent to any assignment, transfer or sale of the wholesale distributor's business. VI. Fix or maintain the price at which a wholesale distributor sells any product, whether by means of a term or condition of an agreement or otherwise. VII. Induce, coerce, or attempt to induce or coerce, any wholesale distributor to do any illegal act or thing by threatening to amend, cancel, terminate, or refuse to renew any agreement existing between a beverage manufacturer, brew pub, or beverage vendor and a wholesale distributor. VIII. Take retaliatory action against a wholesale distributor who files or manifests an intention to file a complaint of alleged violation of state or federal law or regulation by the beverage manufacturer, brew pub, or beverage vendor with the appropriate state or federal regulatory authority. Retaliatory action shall include, but shall not be limited to, refusal without good cause to continue the agreement. IX. Require any wholesale distributor to waive compliance with any provisions of this chapter. In all cases the rights of free association of both beverage manufacturers, brew pubs, or beverage vendors and wholesale distributors for any lawful purpose shall remain unrestricted and uninhibited. Source. 1990, 255:1. 1996, 289:10, 11. 1999, 169:10. 2003, 231:39-41, eff. July 1, 2003.

RSA 180:3 Cancellation.

180:3. Cancellation. I. Notwithstanding the terms, provisions, or conditions of any agreement, no beverage manufacturer, brew pub, or beverage vendor shall amend, cancel, terminate, or refuse to continue or renew any agreement, or cause a wholesale distributor to resign from an agreement, unless good cause can be established or proven for amendment, termination, cancellation, nonrenewal, noncontinuation, or resignation. Good cause shall include: (a) Revocation of the wholesale distributor's license to do business in the state, or suspension of the wholesale distributor's license when such suspension adversely affects the wholesale distributor's ability to sell beverages. (b) Bankruptcy or insolvency of the wholesale distributor. (c) Assignment for the benefit of creditors or similar disposition of the assets of the wholesale distributor. (d) Failure by the wholesale distributor to comply substantially, without reasonable excuse or justification, with any reasonable and material requirement, including but not limited to those specified in RSA 180:11, imposed upon the wholesale distributor by the beverage manufacturer, brew pub, or beverage vendor. (e) Fraudulent conduct of the wholesale distributor in its dealing with the beverage manufacturer, brew pub, or beverage vendor or the products of the beverage manufacturer, brew pub, or beverage vendor. II. The mere sale or purchase of a beverage manufacturer, brew pub, or beverage vendor shall not constitute good cause under paragraph I, unless the wholesale distributor declines to execute an agreement with the successor beverage manufacturer, brew pub, or beverage vendor within 30 days after receipt via certified mail return receipt requested. Such agreement must assign the same brand or brands and territory as previously held by the wholesaler distributor in its agreement with the prior beverage manufacturer, brew pub, or beverage vendor, but may impose different obligations upon the parties, which are commercially reasonable and attainable. The successor beverage manufacturer, brew pub, or beverage vendor shall have 60 days after purchase to provide the wholesale distributor with such an agreement or it shall waive its right to present a new agreement, in which case the agreement with the prior beverage manufacturer, brew pub, or beverage vendor shall continue in full force and effect. Source. 1990, 255:1. 1996, 289:12, 13. 2003, 231:42, eff. July 1, 2003.

RSA 180:4 Notice of Intent to Terminate.

180:4. Notice of Intent to Terminate. Prior to any termination procedure initiated by the beverage manufacturer, brew pub, or beverage vendor, a wholesale distributor shall be informed in writing of any claimed deficiency existing in the sales territory and shall be given reasonable time to make requested corrections. After this reasonable time has elapsed, a beverage manufacturer, brew pub, or beverage vendor shall provide a wholesale distributor at least 90 days' prior written notice of any intent to amend, terminate, cancel, or not renew any agreement. The notice shall state all the reasons for the intended amendment, termination, cancellation, or nonrenewal. This section shall not apply if the reason for the amendment, termination, cancellation, or nonrenewal is: I. The bankruptcy or insolvency of the wholesale distributor. II. An assignment for the benefit of creditors or similar disposition of the assets of the business. III. Revocation of the wholesale distributor's license, or suspension of the wholesale distributor's license when such suspension has an adverse impact upon the wholesale distributor's ability to sell beverages. IV. Conviction or a plea of guilty or no contest to a charge of violating a law relating to the business that materially affects the wholesale distributor's ability to remain in business. V. Willful breach of any material provision of a written agreement between a beverage manufacturer, brew pub, or beverage vendor and a wholesale distributor. VI. Any attempted transfer of business assets of the wholesale distributor, voting stock of the wholesaler, voting stock of any parent corporation of the wholesale distributor, any change in the beneficial ownership or control of any entity other than a parent corporation owning or controlling voting stock of the wholesale distributor, or any attempted or actual transfer or assignment of the beneficial interest of membership in a limited liability company, when the wholesale distributor has failed to give reasonable prior written notice to the beverage manufacturer, brew pub, or beverage vendor of the proposed transfer. VII. The wholesale distributor's failure to pay any account when due, upon demand for such payment in accordance with agreed payment terms. VIII. Fraudulent conduct of the wholesale distributor in its dealings with the beverage manufacturer, brew pub, or beverage vendor or the products of the beverage manufacturer, brew pub, or beverage vendor. Source. 1990, 255:1. 1995, 139:18. 1996, 289:14, 15. 2003, 231:43-45, eff. July 1, 2003.

RSA 180:5 Compensation.

180:5. Compensation. I. Any beverage manufacturer, brew pub, or beverage vendor which amends, cancels, terminates, or refuses to continue or renew any agreement, or causes a wholesale distributor to resign from an agreement, without good cause in violation of RSA 180:3, or unreasonably withholds consent to any assignment, transfer, or sale of all or any part of a wholesale distributor's business or assets, shall pay the wholesale distributor reasonable compensation for the value of the wholesaler distributor's business or assets that have been lost or diminished as a result of the amendment, cancellation, termination, refusal to deal or renew, or withholding of consent. Reasonable compensation for the value of the wholesale distributor's business or assets that are so lost or diminished shall include the fair market value of the distribution rights that will be so lost or diminished. If a wholesale distributor has been paid a consideration by a successor wholesaler with respect to the sale, transfer, or assignment of the wholesale distributor's interest in the sale or distribution of a brand or brands, the beverage manufacturer, brew pub, or beverage vendor shall be liable only for compensatory damages in an amount reflecting the difference in the amount already paid to the wholesale distributor and the fair market value of the wholesale distributor's beverage business and assets, excluding its tangible assets. If, following an amendment, cancellation, termination, refusal to deal, or forced resignation in violation of RSA 180:3, or an unreasonable withholding of consent to an assignment, transfer, or sale of all or any part of the wholesale distributor business or assets in violation of RSA 180:2, a wholesale distributor remains in business as a wholesale distributor of the affected brand or brands by permanent injunction or otherwise, the wholesale distributor shall be entitled to no compensation under this section, but may recover actual damages, if any, as provided in RSA 180:6. II. In the event that the beverage manufacturer, brew pub, or beverage vendor and the wholesale distributor are unable to agree on the reasonable compensation to be paid under paragraph I, the matter may, by agreement of the parties, be submitted to a neutral arbitrator to be selected by the parties; or, if having agreed to arbitration the parties cannot agree on an arbitrator, the arbitrator shall be selected in accordance with RSA 542:4. Source. 1990, 255:1. 1996, 289:16. 2003, 231:46, 47, eff. July 1, 2003.

RSA 180:6 Judicial Remedies.

180:6. Judicial Remedies. I. If the brewer or wholesale distributor fails to comply with this chapter, the affected party may maintain a civil action in a court of competent jurisdiction, provided, however, that to the extent the parties by agreement specify that disputes arising out of the brewer-wholesale distributor relationship shall be resolved by arbitration, such procedure shall be exclusive and may be compelled by either party upon proper application. Any agreement to resolve a dispute by arbitration may only be entered after a bona fide dispute has arisen out of the brewer-wholesaler relationship, and no beverage manufacturer, brew pub, or beverage vendor may impose binding arbitration of any issue as a term or condition of its beverage distributor's agreement with a wholesaler distributor or require that the arbitration be conducted outside of this state or be governed by other than the law of this state, except with respect to conflict of laws. II. In any action brought pursuant to paragraph I the court may grant such relief as the court determines is necessary or appropriate considering the purposes of this chapter. III. The prevailing party in any action under paragraph I shall be entitled to actual damages as provided in this chapter, including reasonable attorneys' fees and as specified in RSA 180:5, I. Source. 1990, 255:1. 2003, 231:48, eff. July 1, 2003.

RSA 180:7 Settlement of Disputes.

180:7. Settlement of Disputes. Subject to the provisions of RSA 180:6, nothing in this chapter shall be construed to limit or prohibit voluntary good faith settlements of disputes entered into between the parties. Source. 1990, 255:1. 2003, 231:49, eff. July 1, 2003.

RSA 180:8 Sale of Beverage Manufacturer, Brew Pub, or Beverage Vendor.

180:8. Sale of Beverage Manufacturer, Brew Pub, or Beverage Vendor. The purchaser of a beverage manufacturer, brew pub, or beverage vendor shall become obligated to all terms and conditions of the agreement in effect on the date of purchase unless subsequently terminated by the beverage manufacturer, brew pub, or beverage vendor for good cause. "Purchase" shall include, but not be limited to, the sale of stock, sale of assets, merger, lease, transfer, or consolidation. Source. 1990, 255:1. 1996, 289:17. 2003, 231:50, eff. July 1, 2003.

RSA 180:9 Exclusive Wholesale Distributor Territorial Agreements.

180:9. Exclusive Wholesale Distributor Territorial Agreements. It shall be unlawful for a wholesale distributor, brew pub, or beverage manufacturer to sell any brand of beverage in this state except in the territory described in a distribution agreement authorizing sale of that brand or label within a designated area, and within that designated area the wholesale distributor, brew pub, or beverage manufacturer shall service all dealer and retailer licensees without discrimination. The distribution agreement shall be in writing and shall specify the brand or label it covers. When a beverage manufacturer or beverage vendor sells several brands, the agreement need not apply to all brands sold by the beverage manufacturer or beverage vendor and may apply only to one brand. No beverage manufacturer, brew pub, beverage vendor, or other supplier shall provide by the written distribution agreement for the distribution of a brand or label to more than one distributor for all or any part of the designated territory. Source. 1990, 255:1. 1992, 146:12. 1996, 289:18. 1997, 207:20. 1999, 169:11. 2003, 231:50, eff. July 1, 2003.

RSA 180:10 Filing.

180:10. Filing. A copy of each distribution agreement and any amendment to it shall be filed with the commission by the beverage manufacturer, brew pub, or beverage vendor and wholesale distributor, promptly following January 1, 1982, for any distribution agreement in effect on that date, or promptly following its execution for an agreement, renewal, or amendment made after that date. Source. 1990, 255:1. 1996, 289:19. 2003, 231:50, eff. July 1, 2003.

RSA 180:11 Quality Control Services.

180:11. Quality Control Services. Every beverage wholesale distributor shall service, for the purpose of quality control, all of the beverages it sells to its retailers. Each such wholesale distributor shall provide such additional quality control services and comply with such additional quality control standards as are from time to time specified in writing by the owner of the trademark of the brand or label of beverage, provided that such activities or standards are reasonable and are reasonably related to the maintenance of quality control. An exclusive territorial designation in any distribution agreement shall be changed only upon the written consent of the beverage manufacturer, beverage vendor, or brew pub, as applicable, and the wholesale distributor, and shall be filed pursuant to RSA 180:10, and the commission shall require each party to verify that the level of service within the designated territory shall not be affected by such change. Source. 1990, 255:1. 1996, 289:20. 1997, 207:21. 2003, 231:50, eff. July 1, 2003.

RSA 180:12 Resale Price Maintenance Prohibited.

180:12. Resale Price Maintenance Prohibited. No provision of any distribution agreement shall directly or indirectly establish or maintain the resale price of any brand or label of beverage by the wholesale distributor. Source. 1990, 255:1, eff. July 1, 1990.

Source: New Hampshire General Court (gc.nh.gov)URL: https://gc.nh.gov/rsa/html/NHTOC/NHTOC-XIII-180.htmFetched: 10/20/2026