As used in this part, unless the context otherwise requires:
(1) “Agreement” means any agreement between a wholesaler and a supplier, oral or written, whereby a wholesaler is granted the right to purchase and sell a brand or brands of beer with an alcoholic content of five percent (5%) by weight or less sold by a supplier;
(2) “Ancillary business” means:
(A) A business owned by a 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 supplier’s products; or
(B) A business owned by a wholesaler, a substantial stockholder of a wholesaler, or by a substantial partner of a wholesaler, which recycles empty beverage containers;
(3) “Designated member” means:
(A) The spouse, child, grandchild, parent, brother or sister of a deceased individual who owned an interest in a wholesaler;
(B) Any person who inherits an ownership interest in a wholesaler;
(C) The appointed and qualified personal representative and the testamentary trustee of a deceased individual owning an interest in a wholesaler; or
(D) The person appointed by a court as the guardian or conservator of the property of an incapacitated individual owning an 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 § 47-2-103(1)(b);
(5) “Person” means any individual, partnership, corporation, association, syndicate, or any other combination of individuals;
(6) “Reasonable standards and qualifications” means those criteria established and consistently applied by a supplier to wholesalers in Tennessee and adjoining states who:
(A) Have 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
(B) Have changed managers or successor managers during a period of twenty-four (24) months prior to the proposed change in manager or successor manager of the wholesaler’s business;
(7) “Retaliatory action” includes, but is not limited to, 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;
(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) “Supplier” means a manufacturer or importer of beer;
(10) “Transfer of wholesaler’s business” or “transfer of the wholesaler’s business” means the voluntary sale, assignment or other transfer of all or control of the business, or all or substantially all of the assets of the wholesaler, or all 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; and
(11) “Wholesaler” means a person or entity that sells beer to retailers, but does not include any manufacturer authorized to sell directly to retailers pursuant to § 57-5-101.
