Ted Ritter and Carolyn Ritter d/b/a Ritter Enterprises, Inc., Plaintiffs-Respondents,
Tony Farrow and Arlyce Farrow d/b/a Farrow Enterprises, Inc., Defendants-Appellants, Bibs Resort Condominium, Inc., Intervenor-Respondent.
from a judgment of the circuit court for Vilas County, Cir.
Ct. No. 2010CV212 MICHAEL H. BLOOM, Judge. Affirmed.
Stark, P.J., Hruz and Seidl, JJ.
This case is before us a second time. In 1986, Ted and
Carolyn Ritter d/b/a Bibs Resort, Inc. (the Ritters)
purchased a lakefront resort property and named it "Bibs
Resort." Twelve years later, they converted their resort
to a condominium, using the name Bibs Resort Condominium (the
Condominium). The legal name of the statutorily required
association of condominium owners was Bibs Resort Condominium
Inc. (the Association). In 2006, the Ritters sold to Tony and
Arlyce Farrow, d/b/a Farrow Enterprises (the Farrows), the
Ritters' property management business, called Bibs
Resort, along with two of the thirteen units that comprised
the Condominium (the 2006 transaction). A dispute ensued over
the Ritters' continuing use of the name "Bibs
Resort" after the transfer, and in 2012 a jury found the
Ritters liable for infringing on the Farrows' trademark
rights to that name.
On appeal, the Ritters argued that the circuit court erred by
denying their motion to require joinder of the Association.
We agreed, concluding the Association had a valid interest in
claiming it had acquired independent rights to the name
"Bibs Resort" prior to 2006 and that, consequently,
the rights to the name could not have been transferred to the
Farrows because the Association was not a party to the 2006
transaction. See Ritter v. Farrow, Nos. 2012AP781
and 2013AP927, unpublished slip op. ¶37 (WI App June 24,
2014) (Ritter I). We therefore remanded the matter
for further proceedings on the Farrows' trade name claim.
On remand, the circuit court granted summary judgment in
favor of the Association and the Ritters. The court
concluded, in relevant part, that: (1) the name "Bibs
Resort" "became a part" of the Association at
the time of the condominium conversion; and (2) the
Association's interest in the name "Bibs
Resort" prevented the Farrows from acquiring exclusive
ownership of the rights to the use of the name as part of the
The Farrows now appeal, arguing the circuit court erred by
concluding that the Association acquired any rights to the
name "Bibs Resort" as part of the condominium
conversion. In support, they argue that
Wisconsin's Condominium Ownership Act affects only real
property. See Wis. Stat. ch. 703
(2017-18). Thus, the Farrows contend the condominium
conversion could not have had any effect on the Ritters'
intangible personal property-i.e., their trademark rights.
We conclude the Ritters' conduct in establishing the
Association and converting Bib's Resort to a
condominium-taken together with both the Ritters' and the
Association's subsequent actions which support Carolyn
Ritter's averment that the Association owned the name
"Bibs Resort"-manifested an implied agreement to
transfer the name "Bibs Resort" to the Association.
Because the Ritters did not own the name "Bibs
Resort" in 2006, they could not have sold the name to
the Farrows as part of the 2006 transaction. Accordingly, we
affirm the circuit court's grant of summary judgment.
From 1986 to 1998, the Ritters owned and operated Bibs Resort
in St. Germain, Wisconsin. Bibs Resort consisted of: eleven
cottages that the Ritters rented to the public; one house in
which the Ritters lived; and a building the Ritters used as a
tavern and game room.
In 1998, the Ritters converted Bibs Resort to the
Condominium. The Ritters did so by first creating the
Association, as required by statute,  and then executing a
Declaration of Condominium. The Condominium property
consisted of: (1) thirteen units-namely, the eleven cottages,
the Ritters' personal residence, and the tavern and game
room described above; and (2) common elements comprised of
"the land and all other parts of the condominium not
within the perimeters of the individual
At the time of the condominium conversion, the Ritters owned
all thirteen condominium units and, therefore, were the sole
members of the Association. Immediately after the conversion,
the Ritters continued to rent all eleven cottage units to the
public under the name "Bibs Resort." They
subsequently sold four of the cottage units between 1998 and
2005. The new owners of these four units became members of
the Association upon their purchase, and they were permitted
to place the Bibs Resort logo on their respective unit doors.
The Ritters, through a subchapter S corporation called Bibs
Resort, Inc., "continued to rent the [sold] unit[s]
under a management agreement with [each] new owner,"
referring to the rental properties as being part of
In 2006, the Ritters agreed to sell certain property to the
Farrows. More specifically, as set forth in a statement
signed by the Ritters in January 2006:
Ted Ritter and Carolyn Ritter, sole owners and stockholders
of [Bibs] Resort, Inc., a subchapter S corporation licensed
in the state of Wisconsin, do hereby authorize the sale of
[Bibs] Resort Inc. property management, its management
contracts, listed inventory, unit 12 with the laundry
building, unit 13 [the tavern], and the garage storage units
parties' offer to purchase, they specified that the sale
included "all tangible and intangible personal property
and rights in personal property owned by seller."
According to Carolyn Ritter's affidavit, prior to the
sale being completed:
The Farrows knew we had rental management agreements in place
with all the condominium unit owners. They knew any agreement
could be terminated by either party upon ninety (90) days
advance notice. We discussed these rental management
agreements with them, their attorney, and the real estate
brokers. Everyone understood the rental management agreements
could not be sold, assigned, or transferred. The Farrows'
attorney insisted new rental management agreements be
prepared and signed. Our attorney prepared new rental
management agreements which were signed by the Farrows and
all condominium unit owners, including ourselves. The new
rental management agreements contained an identical ninety
(90) day termination clause, enabling either party to
terminate the agreement at any time, provided the required
ninety (90) day advance notice was given.
We and our attorney also discussed with the Farrows and their
attorney the provision of maintenance, repair, landscaping,
and groundwork services to the Unit Owners Association. It
was understood by all parties that those services were
subject to contractual approval by the Board of Directors for
[the Association]. The assumption of the right to provide
these services by the Farrows was subject to approval by the
Board of Directors, who also was responsible for the renewal
or extension of any contract for such services. My husband
and I never signed any document that conveyed or assigned to
the Farrows the right to provide contract maintenance,
repair, landscaping, and groundwork services to [the
After the 2006 transaction was completed, the Ritters and the
Farrows jointly reported the transfer of the Ritters'
"management of vacation resort" business to
Wisconsin's Division of Unemployment Insurance on a
"Report of Business Transfer" form. That form
listed the assets transferred in the sale, including the
Ritters' "goodwill" in their business.
Moreover, a box was checked stating that the sale constituted
"a total transfer" of the Ritters' business.
The Ritters and the Farrows also submitted a request to the
Wisconsin Department of Revenue (DOR) regarding a
"[c]hange in business name." In their joint
correspondence, they stated that Bibs Resort, Inc., still
owned "business property (some rental cottages) at the
resort" and "wish[ed] to maintain the
businesses' corporate status but change the current name
of Bibs Resort, Inc. to Ritter Enterprises, Inc."
Further, they wrote that the Farrows "would like to
use the name Bibs Resort as a trade name since they are
handling advertising, reservations and payments under that
name. Ted and Carolyn Ritter are amenable to that
change." (Emphases added.)
By February 2008, the relationship between the Ritters and
Farrows had deteriorated, and the Ritters cancelled the
Farrows' rental agreement for the Ritters' seven
cottage units. In addition, the four remaining cottage unit
owners terminated their rental management agreements with the
Farrows. The Ritters then resumed renting their seven units
themselves, using the name "Bibs Cottages."
In 2010, the Ritters filed a lawsuit against the Farrows in
small claims court, asserting various claims not relevant to
this appeal. The Farrows counterclaimed, asserting multiple
causes of action, including trademark infringement for the
Ritters' continued use of the name "Bibs
Resort." Ultimately, the Ritters' claims were
dismissed, leaving only the Farrows' counterclaims
remaining in the case.
One month before the scheduled jury trial, the Association
filed a motion to intervene. As grounds, the Association
"claim[ed] an interest relating to the name 'Bibs
Resort Condominium.'" The circuit court denied this
motion, and a jury ultimately found that the Ritters ...