(a) Any brewer who, without good cause, cancels, terminates, or fails to renew any agreement, or unlawfully denies approval of, or unreasonably withholds consent, to any assignment, transfer, or sale of a distributor’s business assets or voting stock or other equity securities, shall pay such distributor with whom it has an agreement pursuant to § 102.51 the fair market value of the distributor’s business with relation to the affected brand or brands. In determining fair market value, consideration shall be given to all elements of value, including goodwill and going concern value.
(b) In the event that the brewer and the distributor are unable to mutually agree on whether or not good cause exists for cancellation under § 102.74 or on the reasonable compensation to be paid for the value of the distributor’s business, as defined herein, the matter may, at the option of either the distributor or brewer, be submitted to three arbitrators, one of whom shall be named in writing by each party and the third of whom shall be chosen by the two arbiters so selected. Should the arbiters selected fail to choose a third arbiter within 10 days, a judge of a district court in the county in which the distributor’s principal place of business is located shall select the third arbiter. Arbitration shall be conducted in accordance with Chapter 171, Civil Practice and Remedies Code. Arbitration costs shall be paid one-half by the distributor and one-half by the brewer. The award of the arbitrators shall be binding on the parties unless appealed within 10 days from the date of the award. All proceedings on appeal shall be in accordance with and governed by Chapter 171, Civil Practice and Remedies Code.