Full opinion text
BROTMAN, District Judge. I. Introduction This case requires the Court to insert itself into the most fundamental business relationships in the Atlantic City casino gambling industry. One of the mainstays of modern-day games of chance is unquestionably the slot machine. Once crude, mechanical contraptions, slot machines, like everything else in life, have become technologically advanced and computerized. Just as the machines have changed over time, defendant IGT claims the casino industry has changed along with them. IGT now also seeks to change the nature of relationships in Atlantic City and the way slot machines are bought, sold, leased, and serviced in that city. In most other gaming jurisdictions nationwide, IGT deals directly with its customers— the casinos. For the last 15 years, however, Atlantic City Coin & Slot Service Company, Inc. (“A.C.Coin”) has been IGT’s exclusive distributor and service company in Atlantic City. Following many years of financial success, IGT contends that a now dynamic gaming industry necessitates the freedom to sell directly to its customers. IGT has thus invoked its contractual right to terminate A.C. Coin’s Exclusive Distributorship Agreement executed on June 12, 1993 (“the 1993 Agreement”), in what has been characterized as a pure “business” or “economic” decision. A.C. Coin, and its president, Mac Seelig, have made tens of millions of dollars and, alleging that they have enhanced IGT’s image in the process, seek to prevent termination of their agreement. Presently before the Court is plaintiffs’ motion for a preliminary injunction pursuant to FED. R. CIV. P. 65(c), seeking to preserve the status quo pending a final adjudication on the merits. Plaintiffs bring this case pursuant to the New Jersey Franchise Practices Act .(“the NJFPA” or “the Act”), N.J.S.A. 56:10-1 et seq. Their motion also alleges, inter alia, that IGT has tortiously interfered with their contractual relations and defamed them in their business. On March 19, 1998 this Court entered an Order to Show Cause and for related relief requiring IGT to show cause on May 20,1998 why a preliminary injunction should not issue. Following entry of this Order, the parties’ engaged in expedited discovery. By way of stipulation, the parties agreed to present no witness testimony at the hearing and instead presented oral argument on the injunction motion. See May 14, 1998 Letter of Guy S. Michael, Esquire. At the conclusion of the hearing and with the consent of the parties, the Court extended the life of the 1993 Agreement for an additional month. The expiration date is now July 12, 1998. The matter being ripe for disposition, the Court enters the following findings of fact and conclusions of law based on the affidavits, deposition testimony, documents and exhibits presented. II. Findings of Fact (A) The Parties AC.Coin is a New Jersey corporation which has its principal place of business at 201 West Decatur Avenue in Pleasantville, New Jersey. Seelig Aff. ¶ 1; Am. Compl. ¶ 1. It is engaged in the business of distributing and servicing slot machines and related equipment for the casino industry. Seelig Aff. ¶¶ 2-4; Am. Compl. ¶ 1. Mac Seelig, who resides in Absecon, New Jersey, is the President of A.C. Coin. Seelig Aff. ¶ 1; Seel-ig Reply Aff. ¶ 1; Am. Compl. ¶ 2. Mac Seelig’s sons Jeffrey and Jerald work for A.C. Coin, as Corporate Finance Manager and General Manager, respectively. J. Seel-ig Reply Aff. ¶ 1; Jerald Seelig Dep. 28:2-10. Jeffrey Seelig has been A.C. Coin’s Corporate Finance Manager since May of 1994. J. Seelig Reply Aff. ¶ 2. He commenced working for A.C. Coin during his teenage years, performing a variety of functions, and began working as Senior Accounting Manager for the company after his college graduation. Id. Jerald Seelig has served as A.C. Coin’s General Manager for the past five to six years, Jerald Seelig Dep. 28:2-10, and was an Assistant General Manager for approximately two years prior to this time, idl6:13-14. He, too, worked for the company during his teenage years. Id. 28:2-10. Defendant IGT is a wholly owned subsidiary of International Game Technology. Seelig Aff. ¶ 3; Am. Compl. ¶ 3; Answer ¶ 3. IGT’s principal place of business is in Reno, Nevada, id., and IGT is in the business of designing and manufacturing electronic gaming devices, id. For the past 15 years, A.C. Coin has distributed slot machines and electronic gaming devices manufactured by IGT pursuant to various distributor agreements. Seelig Aff. ¶ 4. (B) The 1983 Agreement The first written agreement between the parties was signed in April of 1983, pursuant to which A.C. Coin began operating as IGT’s agent with the exclusive right to distribute IGT products in New Jersey (“the 1983 Agreement”). Seelig Aff. ¶ 5, Exh. 1, 1983 Agreement. Under the 1983 Agreement, A.C. Coin agreed to sell, lease, distribute and promote the sale of IGT products. Id. ¶ 6. A.C. Coin received commissions from IGT on each sale, and was entitled to increased commissions if it exceeded established sales thresholds or quotas. See id. and Exh.l, 1983 Agreement, § J and Exh. 2, March 19, 1985 Letter from IGT President J. George Drews to Mac Seel-ig. The 1983 Agreement required A.C. Coin to use its best efforts in selling and leasing IGT’s products. Id. ¶7. The 1983 Agreement also required A.C. Coin to limit its sales exclusively to IGT products and expressly prohibited A.C. Coin from selling competitor products of IGT. McMonigle Dep. 86:19-24; Bittman Dep. 63:17-64:7. Mac Seelig himself agreed to abide by the restrictions on selling competitive products. Seelig Aff. ¶ 7 and Exh.l, 1983 Agreement, ¶ IB. At IGT’s insistence, A.C. Coin hired two IGT employees, Anthony Sicari and Michael Hiltebrand at the same level of pay and benefits, because of their specific knowledge of and experience servicing IGT products and to effectuate a smooth transition. Id. ¶ 7; Sicari Reply Aff. ¶ 4; Hiltebrand Reply Aff. ¶ 4. Both Sicari and Hiltebrand remain employed at A.C. Coin today. Sicari Reply Aff. ¶ 4; Hiltebrand Aff. ¶ 5. The 1983 Agreement was extensive and detailed, and required A.C. Coin to: (1) Sell or lease IGT products and parts at IGT’s then current list price and/or standard terms as provided by IGT to A.C. Coin (Seelig Aff., Exh. 1, 1983 Agreement, ¶ II); (2) Display advertising material as directed by IGT (id. ¶ 10); (3) Display a selection of IGT products, as determined by IGT, at A.C. Coin’s sales/marketing facility in New Jersey (id. ¶1 N); (4) Stock an inventory of IGT parts at A.C. Coin’s sales/marketing facility in New Jersey (id. ¶ 2A); (5) Make available repair service for all IGT products at competitive rates (id. ¶ 2B); (6) Use its best efforts to sell and lease IGT products (id. ¶ IB); (7) Keep accurate accounts, books and records and to make reports as required by IGT (id. t5A); (8) Provide IGT with a written inventory of consigned machines and/or parts together with accounting records as to sales and service at the end of each quarter (id. ¶ 4); (9) Make collections for IGT, as directed by IGT, and to forward all monies collected on IGT’s behalf to its account (id. t5D); (10) Pay IGT for the sales value of all IGT products and parts that were missing or stolen from stock, damaged or rendered unusable from any cause after the products had reached A.C. Coin’s custody (id. ¶4); (11) Provide IGT access to its premises at all reasonable times for the purpose of checking machine samples, parts in inventory and the sales and service records of A.C. Coin (id. ¶ 4); (12) Act as liaison between IGT and governmental authorities at no cost to IGT (id. ¶ 9B); and (13) Pay all costs of licensing proceedings, governmental investigations and approvals required by law (id. ¶ 9C). In accordance with its contractual obligations, A.C. Coin immediately began promoting IGT’s name, selling its products, and developing a customer base which began identifying A.C. Coin with IGT. Seelig Aff. ¶ 9. In a few years, IGT sales flourished in New Jersey due largely to plaintiffs’ efforts. A.C. Coin expanded its sales force, marketing facility and lines of business to accommodate that growth and to enhance IGT’s sales. Seelig Aff. ¶ 10; Seelig Reply Aff. ¶ 12; Si-cari Reply Aff. ¶ 7. As a result of the success of IGT’s and AC. Coin’s joint efforts, IGT in 1985 expanded A.C. Coin’s territory to include Puerto Rico and the Caribbean. Seelig Aff. ¶ 10. Shortly thereafter, IGT officially appointed A.C. Coin as its “authorized dealer for sales and service” in Puerto Rico. Id. and Exh. 3, Nov. 12,13 1985 letters from William S. Redd, IGT Chairman of the Board, to Seelig. William S. Redd’s November 12, 1985 letter recognized that A.C. Coin’s efforts with IGT “have been a great success.” Id. In 1986, the parties altered their method of selling and promoting IGT’s products. Seelig Aff. ¶ 13. A.C. Coin agreed to purchase products directly from IGT and to resell them in A.C. Coin’s newly expanded territory. Id. and Exh. 5, 1986 Agreement. Before AC. Coin became IGT’s exclusive distributor in April 1983, IGT gaming machine sales represented less than 15 percent of the Atlantic City market and its product line was limitéd to video poker games. Seel-ig Aff. ¶ 11. In 1983, Bally Gaming dominated that market with approximately 70 percent of the product sales. Id. By 1992, however, IGT’s market share of 37 percent had surpassed that of Bally’s reduced 35-percent share. Id. Today IGT sales represent 62 percent of the Atlantic City market, whereas Bally’s share is 22 percent. Id.; Exh. 4, June 1992 and Jan. 1998 Market Studies; J. Seelig Reply Aff., Exh. A, April 1998 Market Study. (C) The 1993 Agreement On June 12, 1993, the parties entered into the 1993 Agreement, the subject of this litigation. Seelig Aff. ¶ 14; Exh. 6,1993 Agreement. IGT gave official notification of termination on September 3,1997. See G. Thomas Baker Letter of Sept. 3,1997. Like previous agreements, the 1993 Agreement contemplated renewal on an annual basis. Id. Upon IGT’s specific demand, and as a material consideration for the 1993 Agreement, Mac Seelig agreed to participate substantially in the day-to-day control and operation of A.C. Coin, thereby foregoing other commercial opportunities. Id.; Exh. 6, 1993 Agreement, ¶¶ 1A and IB. Although A.C. Coin specifically requested that the provision requiring Mae Seelig’s substantial participation be deleted from the Agreement, IGT refused. Thomas McCormick Reply Aff. ¶ 5. Paragraph 1A of the 1993 Agreement granted to A.C. Coin the sole and exclusive, non-transferable license to purchase for resale, sell, promote and distribute IGT products in New Jersey, Maryland, and the Caribbean. Seelig Aff. ¶ 15; Exh. 6, 1993 Agreement. In addition, paragraph lC(ii) of the 1993 Agreement provided for the servicing of IGT’s progressive-linked systems games and other slot machines. Id. A.C. Coin was also granted exclusive distribution rights to service and sell IGT’s replacement proprietary mechanical parts in paragraph 3 of the 1993 Agreement. Id. The 1993 Agreement requires A.C. Coin to perform as follows: (1) To use its best efforts in selling and distributing IGT products (id. ¶ 1); (2) To purchase IGT products at IGT’s then current retail price list, less 25 percent plus tax, shipping and all other costs attendant to delivery (id. ¶ lHi); (3) To submit all orders in writing on IGT-provided forms and to pay reasonable expenditures incurred by IGT in connection with any canceled order (id. ¶ Hii); (4) To pay for all orders in full within 45 days from the date of their delivery to A.C. Coin (id. ¶ lHiii); (5) To refrain from directly or indirectly soliciting orders for, selling, leasing, promoting the sale of or otherwise dealing in certain products that competed with or were similar to IGT systems or products (id. U IB); (6) To establish and maintain places of business satisfactory to IGT within the territory, i.e., New Jersey (id. § 1L); (7) To display advertising material supplied by IGT (id ¶ IN); (8) To maintain an inventory of spare parts at its cost to meet customer needs (id. t2A). (9) To make repair service available to customers within its territory at competitive rates (id. ¶ 2B); (10) To keep and provide IGT with access to its accounts, books and records to facilitate IGT monitoring (id. ¶ 5A); (11) To furnish IGT with monthly estimates or forecasts of A.C. Coin’s requirements for ensuing months (id. ¶ II); (12) To forward immediately every customer complaint, governmental order, ad-viee or communication regarding IGT or its products (id. ¶ 5B); (13) To act as liaison between IGT and governmental authorities, to coordinate and facilitate governmental investigation and location testing for IGT products (id. ¶ 10B); (14) To have all persons employed by A.C. Coin properly covered by worker’s compensation or employer’s liability insurance (id. ¶ IK); (15) To indemnify and hold IGT harmless from any and all loss, damage, and costs IGT may sustain by reason of claims against IGT on account of acts of employees or agents of A.C. Coin (id. ¶ IK). The 1993 Agreement also authorized A.C. Coin, in Paragraph 1M, to use the IGT and International Game Technology registered trademarks and trade names in connection with the lease, operation, service and repair of IGT machines. Id. ¶ 16. (i) A.C. Coin’s New Jersey Place of Business With regard to IGT’s requirement that A.C. Coin maintain a New Jersey place of business, there is no dispute that A.C. Coin has met this requirement. The 1993 Agreement clearly states, in relevant part, as follows: “L. Dealer Operating Requirement: To provide appropriate representation, and facilitate proper sale and servicing of IGT products, Dealer shall establish and maintain places of business satisfactory to IGT, in its reasonable judgment, as to appearance, sales and service operations, parts inventory, and trained personnel and capital equipment. Such facilities shall be sufficiently established within the territory or area as set forth above to adequately meet, within IGT’s reasonable judgment, the needs of customers within each area for which IGT products are located within the said territory ... IGT agrees that [A.C. Coin’s] existing facility meets IGT’s stan dards for the Atlantic City casino market.” Exh. 6,1993 Agreement, ¶ 1L (emphasis added). A.C. Coin employs approximately 132 people, 108 of which are employed at A.C. Coin’s Pleasantville facility. Seelig Aff. ¶ 26. (ii) A. C. Coin’s License to use IGT’s Trademarks and Name For nearly 15 years, IGT has referred to A.C. -Coin as its exclusive distributor in its own brochures, advertising, and other media such as trade magazines and newspaper articles. Id. ¶ 27; Exh. 11, April 24, 1987 IGT Press Release; July 1996 Mission Statement. Morro Dep. 32:18 — 21. The 1993 Agreement authorizes A.C. Coin to use IGT and International Game Technology registered trademarks and trade names in connection with the sale, lease, operation, service, and repair of IGT machines. Seelig Aff. ¶ 28; Exh. 6, 1993 Agreement, ¶ 1; Rivera Dep. 139:12— 22. IGT also granted A.C. Coin a separate license to use IGT’s trademarks, copyrights and designs on outside billboards, in media communications and other similar or related advertising venues. Id. This license has been periodically renewed and amended to include new IGT trademarks and copyrights as new gaming devices developed. Id.; Exh. 12 (and Trademark and Copyright Licenses and amendments or extensions thereto). With IGT’s knowledge, and pursuant to the various contractual provisions authorizing and obligating A.C. Coin to advertise that it is IGT’s exclusive distributor, A.C. Coin uses and displays IGT’s name in a number of ways: (1) A.C. Coin’s reception area prominently displays the IGT trade name and logo (Seelig Aff. ¶29; Exh. 7, photographs; Hanlon Dep. 18:6-19; Perskie Aff. ¶ 7); (2) A.C. Coin’s company brochure contain IGT’s trade name (Seelig Aff. ¶ 29C; Exh. 13, brochure; Hanlon Dep. 18:6-19); (3) A.C. Coin advertises in, among other sources, the Yellow Pages and gaming industry trade publications that it is the exclusive distributor for IGT in New Jersey. These advertisements contain both the IGT and A.C. Coin marks and logos (Seelig Aff. ¶ 29C; Exh. 14, Yellow Pages advertisements from 1983 to 1996 and exemplar advertisement; Morro Dep. 152-21-153:8; 153:24-154:18); (4) Trucks and vans used to transport shipments from A.C. Coin’s warehouses to customers prominently display the IGT name and logo and advertise A.C. Coin as the “Exclusive Distributor for IGT” (Seelig Aff. ¶ 29D, Exh. 15, photographs; Hanlon 18:6-19; Perskie Aff. ¶ 7; Morro Dep. 152:21-153:8, 153:24-154:18); (5) A.C. Coin’s letterhead, as well as stationery and business cards combine the A.C. Coin and IGT names and logos (Seel-ig Aff. ¶ 29E, Exh. 16 letterhead and business cards; Hanlon 18:6-19; Perskie Aff. ¶ 7; Morro Dep. -152:21-153:8, 153:24-154:18); (6) A.C. Coin distributes various advertising and promotion materials from IGT, including IGT shirts and bags (Seelig Aff. ¶ 29F, Exh. 17, photographs); (7) A.C. Coin has ordered and distributed as gifts various other items containing the IGT trade name (Seelig Aff. ¶ 29G); (8) Technician carts, service manuals, testing machines and numerous other items used in A.C. Coin’s sales/marketing facility display the IGT trade name and logo (Seel-ig Aff. ¶ 29H, Exh. 18, photographs); (9) The uniforms worn by A.C. Coin’s field service people, technicians and inhouse employees display the IGT trade name and logo (Seelig Aff. ¶291, Exh. 9, photographs; Perskie Aff. ¶ 7; Morro Dep. 158:8-17); (10) A.C. Coin has participated in numerous trade shows in which it has prominently displayed the IGT mark, trade name, logo and products in conjunction with A.C. Coin (Seelig Aff. ¶291, Exh. 20, photograph in March 1987 Casino Gaming Magazine; Perskie Aff. ¶ 7); and (11) A.C. Coin has hosted many customer events on IGT’s behalf and has used IGT’s trade name in connection therewith (Seelig Aff. ¶ 29K; Perskie Aff. ¶8; Robbins Aff. ¶ 15F; Sutor Dep. 24:14-25:2; Tjou-makaris Dep. 89:24-90:8; Jonas Dep. 22:16-23:11; Morro Dep. 82:3-85:3, 144:1-146:21). A.C. Coin is additionally required to display advertising materials supplied by IGT and to use its service manuals, product brochures, payout percentage sheets and other sales tools provided by IGT to promote the IGT name and the sales of its products. Seelig Aff. ¶30; Exh. 6, 1993 Agreement, ¶ IN; Sicari Reply Aff. ¶ 14. IGT, moreover, has provided A.C. Coin employees with name tags bearing both the IGT and A.C. Coin names which they were required to wear at the Las Vegas Gaming Exposition. Seelig Aff. ¶ 30; Exh. 21, photocopy of pin. IGT has included A.C. Coin’s name in its own advertisements; one in particular congratulated the Showboat casino on its grand opening and included A.C. Coin’s name in the advertisement. Id.; Exh. 22, advertisement. IGT has also recognized A.C. Coin’s efforts and their close relationship. Seelig Aff. ¶ 39; Exh. 55, Sept. 3,1997 Baker Letter. Since 1983, A.C. Coin’s reputation throughout New Jersey and other territories has been exclusively as a distributor of IGT games or as IGT’s agent. Seelig Aff. ¶ 49; Sutor Dep. 12:14r-23; Tjoumakaris 75:5-11; Jonas Dep. 16:2-14; Perskie Dep. 29:17-30; Hanlon Dep. 13:11-14:22. A.C. Coin, in fact, has been referred to as IGT’s “Eastern distributor.” Exh. 26, July 31, 1986 IGT Press Release; Exh. 27, Dee. 27, 1984 Letter from D. Garcia, IGT Sales Director to Showboat Casino; March 19, 1987 IGT Press Release, Casino Gaming Magazine article; Nov. 17, 1988 IGT letter to Hyatt Hotels. This reputation has been confirmed by several present and former Atlantic City casino executives. No less than IGT’s former President, David P. Hanlon, who was once an executive in Atlantic City before becoming IGT’s President, testified as follows: Q: During your years as an executive in Atlantic City, did you view A.C. Coin as acting interdependently with IGT in connection with slot machine products? ... A: Yes. Q. What is your understanding of the term “interdependently”? A: They sort of worked hand in glove. They provided the product in the sense that Mac Seelig, he made whatever adjustments were necessary on that, and he was responsible for the sales of those products and was, in fact, the representative of IGT in the Atlantic City market. Q: Thank you. Now, during your time and tenure as president of IGT, would that same thing be true, that is, did you view A.C. Coin as acting interdependently with IGT? ... A: Yes, that was my view at that time, also. Hanlon Dep. 16:12-17:7. Edward J. Sutor, Vice President of Finance at Caesars, testified similarly: Q: Would you view them as one and the same in connection with the sale of I.G.T. gaming products? A: In a way. When we think about buying I.G.T. slot machines, it’s Mac’s name comes up [sic], I don’t know how else to answer it. Q: You testified earlier that you thought that A.C. Coin and I.G.T. were interdependent where slots were concerned. What do you mean by interdependent? A: Well, I thought them the same way [sic], I mean, if you think about buying I.G.T. slot machines, I could -picture Mac’s face. I mean, that [sic] who you get your I.G.T. machines from. That’s the way it’s been. So they’re almost synonymous. Sutor Dep. 50:14-22 (emphasis added). Paul S. Tjoumakaris, Senior Vice President of Slot Operations for Caesars, viewed A.C. Coin and IGT as being married: Q: During the years that you have been with Caesars, is it your view that A.C. Coin’s identity and business were synonymous with I.G.T.? A: Most of the years that I dealt with A.C. Coin, I.G.T.’s [sic] synonymous with AC. [Coin] because of their arrangement, distribution, basically is how I look at it. Tjoumakaris Dep. 97:10-16. ****** Q: Over the years would you have come to view A.C. Coin as the alter ego of I.G.T. or as one and the same with I.G.T.? A: Again when you look at the slot product, you could say because of the marriage for so long, you could say it’s almost the same.... Tjoumakaris Dep. 106:13-18. As further evidence of the A.C. Coin-IGT interdependence, on one particular occasion, at IGT’s request and A.C. Coin’s cost,' Mae Seelig flew out to Las Vegas and obtained a $3 million tracking system order for IGT. Seelig Aff. ¶ 44. In that instance, IGT was attempting to sell what is known as the EDT slot tracking system to Caesars Palace, Las Vegas, Nevada and learned that Caesars was instead leaning toward purchasing a slot data system from Bally’s, an IGT competitor. Id. Knowing that Mac Seelig had a good relationship with Caesars’ Director of Slot Operations, George Thompson, IGT asked Seelig to convince Caesars to buy IGT’s tracking system. Id. Seelig flew out to Las Vegas, met with Thompson, and closed the sale for IGT the next day. Id. Neither Seelig nor A.C. Coin received any compensation for these efforts. Id. (iii) A.C. Coin’s Other Businesses A.C. Coin has provided additional gaming-related products, such as slot bases, custom designed signs, and IGT-themed glass for use in IGT machines. Seelig Aff. ¶ 32. A.C. Coin also creates custom designs and casino floor plans for individual casinos. Id. Caesars’ Sutor and Tjoumakaris both believed it to be important that A.C. Coin was able to offer a full array of products and be a full-service company. Sutor Dep. 12:5-13; Tjou-makaris Dep. 85:12-19. Specifically, it is A.C. Coin’s Graphics segment which designs glass themes for use on IGT slot machines. Rivera Dep. 223:3-10. Not only have these custom themes enhanced IGT’s sales, but according to Jonas, of Showboat casino, the machines were made more attractive to casino operators and customers. Jonas Dep. 13:4-8. The Graphics division has, however, consistently operated at a loss. J. Seelig Reply Aff. ¶¶ 6-7. Another A.C. Coin division, A.C. Electronics Supply Company, facilitates timely delivery of IGT parts and orders. Seelig Aff. ¶35. This division maintains a complete stock of replacement and conversion parts for IGT slot machines and provides service and maintenance virtually on demand — a function IGT could not perform on its own. Id.; Exh. 24, April 15,1986 Mem. to A. Sicari from D. Farinella, A.C. Coin’s Service Manager. International Casino Supply (“ICS”) was created by A.C. Coin to allow casinos to buy all of their products from one source. Id. ¶ 36. ICS products include slot bases, casino seating, table games, and keno systems. Id.; J. Seelig Reply Aff. ¶ 4. For the past four years, this division has operated at a loss, even though IGT is one of its largest purchasers of chairs. J. Seelig Aff. ¶ 4. The viability of this aspect of A.C. Coin’s business is dependent on IGT’s purchasing of chairs, which it has done in the amount of approximately $1,271,000 in 1996 through 1997, and of “signage.” J. Seelig Reply Aff. ¶¶4,6; Seelig Reply Aff. ¶ 14; McCormick Reply Aff. ¶ 8. While A.C. Coin does have these other divisions within it, and provides customers with other services, the majority of A.C. Coin’s sales and income derive from the sale, leasing, and servicing of IGT slot machines. Robbins Aff. ¶¶ 5-11, 16. In 1997, for instance, A.C. Coin’s revenue from the sale and leasing of IGT slot machines, totaled over $24 million. Seelig Aff. ¶46. While there are other aspects of A.C. Coin’s business arguably related to IGT, this amount alone substantially exceeds the New Jersey Franchise Practices Act requirement that the purported franchisee derive 20 percent of its business from the alleged franchisor. (iv) Franchise-specific investments In 1990, A.C. Coin expanded its operations, opening its newest facility in Pleasantville, New Jersey to provide an up-scale sales/marketing center to promote IGT products. Seelig Aff. ¶ 67; Robbins Aff. ¶ 15A; McMo-nigle Dep. 95:3-10. A.C. Coin has spent nearly $2 million for the purchase and improvements to this facility, most of which is devoted to displaying, warehousing and servicing IGT products. Seelig Aff. ¶ 67; Robbins Aff. ¶ 15A. A.C. Coin has spent thousands of dollars expanding its storage area in this facility. Seelig Aff. ¶ 67. This facility is of no use outside the IGT relationship, because it is tailored specifically to comply with A.C. Coin’s obligations under the 1993 Agreement. Seelig Dep. Vol. 1, 269:25-270:9; Robbins Aff. ¶ 15A; Sicari Aff. ¶¶ 7, 11; Sicari Dep. 30:24-31:6, 31:18-32:2. In addition, A.C. Coin leases three other warehouses totaling over 27,000 square feet, devoted primarily to storing, testing, and servicing IGT gaming devices. Seelig Aff. ¶ 68; Sicari Dep. 28:6-29:11 (IGT Vol.). A.C. Coin pays á substantial amount of rent on those facilities each month. Seelig Aff. ¶ 68. A.C. Coin recently purchased new radios allowing A.C. Coin service technicians to be reached while on call in order to respond to additional service calls, thus enhancing the service response by A.C. Coin for IGT’s direct benefit. Seelig Aff. ¶ 69. A.C. Coin has also purchased IGT machines every year to be used for demonstrations and which are displayed in A.C. Coin’s showroom. Seelig Aff. ¶ 71; Robbins Aff. ¶ 15E; Hanlon Dep. 20:13-17. In addition, A.C. Coin has purchased other IGT-related products, such as IGT service manuals and testing machines, which cost thousands of dollars and are not usable without the ability to sell and service IGT products. Seelig Aff. ¶ 71; see Robbins Aff. ¶ 15E; Hanlon Dep. 20:18-20. IGT also required A.C. Coin to construct a room within the marketing/sales center with state-of-the-art security and surveillance to be used by A.C. Coin to copy IGT licenses onto computer chips in IGT slot machines. Robbins Aff. ¶ 15D'. Over the past 15 years, A.C. Coin has spent hundreds of thousands of dollars developing new business for IGT and A.C. Coin. Seelig Aff. ¶ 72. This has taken the form of receptions, cocktail parties, barbecues, dinners, golf outings and community and charitable events related to the promotion of IGT products. Id. ¶¶ 58, 62-65, 72; Perskie Aff. ¶ 8; Robbins Aff. ¶ 15F; Hanlon Dep. 20:21-24; Morro Dep. 82:3-85:3, 144:1-146:21; Sutor Dep. 24:14-25:2; Jonas Dep. 22:16-23:11. This is money already spent and has not, and could not, benefit another prospective customer of A.C. Coin. The same holds true for the monies spent in the past advertising under IGT’s trade name (¿a, promotional items, Yellow Pages advertisements, display of the IGT logo). Seelig Aff. ¶ 73; Robbins Aff. ¶ 15G. With regard to A.C. Coin’s work force, the company has spent hundreds of thousands of dollars to recruit, train, and retrain its highly technical work force on IGT-specific knowledge. Seelig Aff. ¶¶24, 74; Robbins Aff. ¶ 15H; Seelig Reply Aff. ¶ 13; Sicari Reply Aff. ¶¶ 6, 8-9; Hiltebrand Reply Aff. ¶¶ 7-8, 10-12; Hanlon Dep. 19:3-22. IGT’s former president testified that, “To the extent it was an IGT machine, it would have certain things that were different than other manufacturers.” Hanlon Dep. 19:3-22. A.C. Coin employees have been trained exclusively on IGT’s gaming machines and products. Sicari Aff. ¶ 14; Hiltebrand Reply Aff. ¶ 14. This training has taken place either at A.C. Coin’s facilities in Pleasantville, New Jersey or at IGT’s facilities in Nevada. Id. The affidavit of Daryl Robert Sertell, suggests that the skills learned by A.C. Coin employees as to the repair and retraining on IGT machines are transferable. See Sertell Aff. ¶¶ 10-15. There being no assertions in his affidavit that he has ever personally repaired an IGT machine, trained or retrained an A.C. Coin technician on an IGT machine, reviewed IGT’s service manuals which are updated regularly, or reviewed or received any IGT memoranda regarding service updates, Sertell lacks the requisite personal knowledge to accurately testify as to the transferability of A.C. Coin employees’ training and retraining on IGT gaming devices. See id. A.C. Coin has expended significant resources acting as a liaison between IGT and governmental agencies to facilitate investigation and location testing of IGT machines. Seelig Aff. ¶ 75; Hanlon Dep. 20:25-21:2. Most significant was its lobbying and other efforts in 1992 to obtain the repeal of the New Jersey Casino Control Commission regulation which prohibited a casino from using more than 50 percent of any one manufacturer’s slot machines. Seelig Aff. ¶ 77; Perskie Aff. ¶¶ 8-9; Perskie Dep. 10:25-12:13, 13:14-14:8, 20:11-21:15, 23:25-24:23; Morro Dep. 180:2-182:9. As the primary beneficiary of that revised regulation, IGT has been, and will be, able to maintain or increase its market share in Atlantic City. Seelig Aff. ¶77. As a very tangible financial investment, to support the current and anticipated growth of IGT business, A.C. Coin arranged for substantial lines of credit and borrowing. In 1991, A.C. Coin started its IGT slot machine leasing program which required substantial additional cash requirements and resources of A.C. Coin. Considerable interest requirements have been incurred by A.C. Coin to service its debt obligations, which were necessary to operate and build its IGT slot machine and related business. The cumulative interest and other loan compliance-related costs approximate $1,400,000. Robbins Aff. ¶ 15K. The non-transferability of a good number of A.C. Coin’s tangible and intangible assets is clear due to the relative lack of manufacturers nationwide who use distributors; the exceptions to this general trend include (1) a single sales agency relationship was recently established by a small supplier of gaming devices, and (2) by law in Louisiana, slot machine sales to Louisiana river boat operators must be made through a Louisiana-based distributor or agent. Seelig Aff. ¶ 79; Seelig Reply Aff. ¶ 28; McCormick Reply Aff. ¶ 9 and n. 1. All other major gaming manufacturers, such as Aristocrat, Bally’s, and Sigma, sell directly to casinos and do not use distributors. Seelig Aff. ¶¶ 79, 90, 104; Seelig Reply Aff. ¶ 28; McCormick Reply Aff. ¶ 9; Sutor Dep. 21:16-19; McKoy Dep. 25:19-26:1; Tjoumakaris Dep. 99:3-100:2. There are two small manufacturers of multi-coin video products — VLC and Atronics— that use distributors in Atlantic City. Seelig Reply Aff. ¶ 28 n. 1; McCormick Reply Aff. ¶ 9 n. 1; Tjoumakaris Dep. 123:18-24. Collectively, these two manufacturers have less than 1 percent of the market, which is not comparable to IGT’s 62 percent market share and recognized superior slot machines and systems games. Seelig Reply Aff. ¶ 28 n. 1; McCormick Aff. ¶ 9; Tjoumakaris Dep. 99:13-24. A.C. Coin took in approximately $38,000,-000 in net revenue during 1997. Robbins Aff. ¶ 4. The company’s predominant sources of revenue derive from the slots, parts, and service of IGT machines. J. Seel-ig Reply Aff. ¶ 5. Based on the analysis of accountant Richard L. Robbins, CPA, of Arthur Anderson & Co., LLP, in 1997, A.C. Coin’s IGT net revenues ranged from 90 percent for parts, 96 percent for service, 98 percent for slot sales, and 99 percent for leasing. Robbins Aff. ¶ 9 and Exh. II; J. Seelig Reply Aff. ¶ 5. IGT has presented no evidence that A.C. Coin has not performed its obligations satisfactorily under the 1993 Agreement or engaged in wrongdoing of any kind. See Sept. 3,1997 Baker Letter. (v) Irreparable Harm, The two companies’ success is a result of A.C. Coin’s access to top Atlantic City casino officials. “Through hard work and dedication, I have established personal and professional relationships with casino operators in Atlantic City,” Seelig has boasted. Seelig Aff. ¶ 2. He has known most of the casino operators in Atlantic City for the past ten to twenty years. Seelig Dep. V.l 205-14. There is, in fact, testimony that Seelig was approached by various gaming manufacturers about distribution of their product during the period of his obligation to IGT. (Seelig Dep. V.l 168-71; v.2 16). For the past 15 years, however, A.C. Coin’s employees have consistently promoted IGT’s products as being superior to the products of other gaming device manufacturers and have explained the inferior nature of competitive products. Seelig Reply Aff. ¶ 8; J. Seelig Reply Aff. ¶ 9; Sicari Reply Aff. ¶ 17; Hiltébrand Reply Aff. ¶ 16; Sutor Dep. 22:11-19; McKoy' Dep. 25:19-26:1: Jonas Dep. 24:9-10; Morro Dep. 116:8-15. Accordingly, A.C. Coin would have a substantial credibility problem if it suddenly began marketing and promoting another supplier’s products as being “superior,” assuming there was a comparable supplier available. Seelig Aff. ¶¶ 38, 57, 78-19, 90; Seelig Reply Aff. ¶¶ 7-10; Perskie Aff. ¶ 10; Sicari Reply Aff. ¶¶ 17-18; J. Seelig Reply Aff. ¶ 9; Hilteb-rand Reply Aff. ¶¶ 15-16; Hanlon Dep. 24:2-25:4, 50:25-51:20, 52:2-24; McKoy Dep. 25:19-26:1; Sutor Dep. 22:11-19. Between 1978 and 1980, A.C. Coin had distributed reel slot machines manufactured by a company known as Jennings Manufacturing (“Jennings”). Seelig Reply Aff. ¶3. Sometime thereafter and until 1982, A.C. Coin distributed reel slot machines made by a company called Gamex. Id. These two manufacturers were not truly competitors of IGT because of the difference in their product lines. Id. The transition from Jennings and Gamex to IGT was not as difficult as was the transition from Jennings to Gamex because IGT’s product line was limited to video poker and Gamex was not a true competitor of IGT. Id. f 5. Moreover, the transfer of physical assets and employees from Gamex to IGT was not an issue in 1983 when A.C. Coin and IGT first began their relationship. Id. ¶ 6. At that time, A.C. Coin’s office was located in Mac Seelig’s home. Id. A.C. Coin had a small warehouse, two small forklifts, two service vehicles, four technicians, one bookkeeper, and one secretary. Id. There is a substantial difference in A.C. Coin’s physical assets and work force such that the nature of any potential transition from IGT to another manufacturer would not be nearly as simple. Indeed, IGT’s former president and CEO, David Hanlon, testified that it would be difficult, if not impossible, for A.C. Coin to transfer its good ■will and reputation from IGT to a different product line because Mac Seelig was such an extremely vocal proponent of IGT and the quality of IGT’s products. Han-lon Dep. 24:2-25:4. He analogized the difficulty as follows: “[I]f you’re selling a Chevrolet for a number of years and it’s the best car in the world, and suddenly you’re selling a Ford the next day, there is some credibility issue there.” Id., 50:25-51:20. Even if A.C. Coin were able to distribute another manufacturer’s slot machine or if the customers were willing to give A.C. Coin a “shot,” as some Atlantic City executives have suggested, there is no guarantee that these casinos would actually purchase those products any time soon. Sutor Dep. 57:20-24; Tjoumakaris Dep. 138:5-13; Jonas Dep. 44:16-45:13, 46:6-17. A.C. Coin has no other deals lined up to replace IGT as a customer. Once the current 1993 Agreement between the parties expires, A.C. Coin loses its ability to sell, distribute, and service IGT slot machines, with no slot machine manufacturer of comparable prestige to fill the void. Tjoumakaris, the Caesars executive, testified that Caesars would not simply buy any product outright that A.C. Coin had to offer without finding out exactly what the product is capable of producing in terms of revenue. Tjoumakaris Dep. 138:5-13. Dave Jonas, of the Showboat, testified in similar fashion: Q: Well, let me ask you this: You testified earlier that I believe it was 70 percent of your casino floor is comprised of I.G.T. machines? A: At least. Q: How much of your floor is comprised of Bally machines? A: It’s less than 15 percent. The only reason we have any is because the law required us to have Bally machines as of a couple of years ago. As quickly as I can get them out of here is how I’m — how we’re proceeding right now. Q: So if A.C. Coin, Mr. Seelig, or any representative of A.C. Coin came to you after their agreement with I.G.T. expires and tries to sell you, say, a Bally product - A: Well— Q: Would you — let me finish the question — would you have a problem purchasing that Bally product because of your testimony that you’re trying to get Bally products off your floor? A: I would not purchase any Bally product that either A.C. Coin or Bally could demonstrate to me was better than what I already have on the floor, unless it was substantially better than what I have out there right now. Jonas Dep. 44:16-45:13. ****** Q: Following your answer, then, would it be safe to assume that A.C. Coin, Mac Seelig or any of the representatives would have a very difficult time trying to convince you now after selling I.G.T. products to you for 15 years that this Bally machine — this is the greatest thing since sliced bread? ... A: They would have their work cut out for them. Q: In your view, would they have credibility problem trying to establish the Bally machine is better than the I.G.T. machine? A: Only because the product is clearly not at this point. Jonas Dep. 46:6-17. * * * * * * Q: There was some discussion a few moments earlier about whether or not there would be a credibility problem if A.C. Coin were to be the distributor for another manufacturer. So that I am absolutely clear, is it fair to say that, assuming we have equally attractive 'products to the customers from — by one manufacturer in comparison to another, that there would be no credibility problem, in your mind, in dealing with Mac Seelig and A.C. Coin as a distributor for another manufacturer other than IGT? A: None. Q: So the answer to my question is yes, you would have no credibility problems? A: There would be no credibility problem. Jonas Dep. 48:15-49-2 (emphasis added). At this point in the industry, IGT products are clearly superior. Some of these same executives have testified that they would be willing to entertain other proposals if Mac Seelig was involved. For instance, Sutor testified: “A couple of weeks ago Mac said that he was looking at the possibility of doing a business relationship with another slot machine manufacturer, someone who could have systems games, and that’s very attractive to me and to the industry, to have a system compete with I.G.T.’s systems. I like competition.” Sutor Dep. 54-55. He further added that if a system was offered through A.C. Coin, he would have no difficulty purchasing it simply because Mac Seelig had once been associated with IGT. Id. at 58-59. C. Patrick McKoy, Senior Executive Vice President of the Atlantic City Hilton similarly stated that they would have no problem dealing with A.C. Coin as a distributor of another manufacturer’s machines. McKoy Dep. 15-17. Showboat’s Jonas also stated that he would have the same high regard for A.C. Coin in the future if it became the distributor for another manufacturer. Jonas Dep. 45-50. This testimony is mirrored by Paul Tjou-makaris of Caesars: “I think he [Mac Seelig] could influence me to give it a shot because of our relationship, because of his support, and if some new manufacturer, for example[,] happens to be in town, he’s a distributor of it, he’ll probably get a crack at it....” Tjou-makaris Dep. 134-135. Presently none of these executives have extended to A.C. Coin any firm offer of business comparable to that of IGT. They all speak in terms of future possibility rather than concrete willingness. To the extent that these executives have testified that they would be willing to entertain another relationship involving another manufacturer’s gaming machines, when IGT’s are clearly recognized as superior within the industry, and where it would be less expensive to deal directly with IGT rather than through the extra conduit of a distributor, their testimony is not credible. Mae Seelig has stated publicly that A.C. Coin’s businesses not covered by the 1993 Agreement, together with any other possible post-IGT distributorships, will allow his company to remain viable. In a telephone conversation with IGT President G. Thomas Baker, which Seelig himself recorded after receiving notice of IGT’s non-renewal, he stated that because of his “other business in the area,” he is not going to “dry up [and] blow away.” Defs.’ Exh. 2 to IGT Br. at AC 24209. Mac Seelig also admitted in his deposition testimony that he told a reporter for the National Gaming Summary trade publication that he “believes his company, which started off with four employees and now has more than 120, will continue to grow, with or without IGT .... ” Exh. 8 to IGT Br. (emphasis added). He also testified that he was not lying when he told that reporter: “We see this nonrenewal of the 1993 Agreement as a chance to reach the next level ... It will open up a world of new opportunities for us.” Id.; see also Seelig Dep. v.l 223-24. III. Conclusions of Law A. The Standard for Preliminary Injunction The standard for the granting of a preliminary injunction in the Third Circuit is well settled. The movant must show: (1) a reasonable probability of ultimate success on the merits; (2) that the movant will be irreparably injured (or “harmed”) if relief is not granted; (3) that the relative harm which will be visited upon the movant by the denial of injunctive relief is greater than that which will be sustained by the party against whom relief is sought; and (4) the public interest in the grant or denial of the requested relief, if relevant. S & R Corp. v. Jiffy Lube lnt’l, Inc., 968 F.2d 371, 374 (3d Cir.1992) (reversing trial court denial of franchisor’s request for preliminary injunction); ECRI v. McGraw-Hill, Inc., 809 F.2d 223, 226 (3d Cir.1987). B. Success on the Merits The “success on the merits” prong is undoubtedly the injunction element upon which the New Jersey Franchise Practices Act exerts the most influence (see also the “public interest” section, infra, at 111(E)). As such, in order to determine whether plaintiffs will likely succeed on the merits, the Court must review the purposes and requirements of the Act and apply them to the facts found above. At this very early stage of the case, on an application for injunctive relief, the movant need only “make a showing of reasonable probability, not the certainty, of success on the merits.” SK & F Co. v. Premo Pharm. Lab., Inc., 625 F.2d 1055, 1066 (3d Cir.1980); Oburn v. Shapp, 521 F.2d 142, 148 (3d Cir.1975); Central Jersey Freightliner, Inc. v. Freightliner Corp., 987 F.Supp. 289, 295 (D.N.J.1997) (plaintiffs need not “demonstrate that their entitlement to a final decision after trial is free from doubt”). The elements required to find a franchise under the Act include: (1) a “community of interest” between the franchisor and the franchisee; (2) the franchisor’s grant of a “license” to the franchisee; and (3) the parties contemplation that the franchisee would maintain a “place of business in New Jersey.” N.J.S.A. §§ 56:10-3a, -4. Prompted in large measure by the practices of automobile manufacturers and major oil companies, the New Jersey Legislature enacted the NJFPA in 1971. See Instructional Sys., Inc. v. Computer Curriculum Corp., 130 N.J. 324, 614 A.2d 124, 132 (1992) (hereinafter “ISI”). The Act was designed to protect against indiscriminate termination by providing that “it shall be a violation of this act for a franchisor to terminate, cancel, or fail to renew a franchise without good cause.” N.J.S.A. § 56:10-5 (emphasis added). The Act has been interpreted to cast a broader net to encompass more diverse business relationships than the prototypical franchise situation such as a car dealership or fast food restaurant. ISI, 130 N.J. at 350, 614 A.2d 124. Generally speaking, the Act does not protect all franchisees. It instead applies only to a franchise (1) the performance of which contemplates or requires the franchisee to establish or maintain a place of business within the State of New Jersey, (2) where gross sales of products or services between the franchisor and franchisee covered by such franchise shall have exceeded $35,000.00 for the 12 months next preceding the institution of suit pursuant to this act, and (3) where more than 20% of the franchisee’s gross sales are intended to be or are derived from such franchise. N.J.S.A. 56:10-4. Noteworthy is the NJFPA’s requirement that a franchise be terminated only for “good cause” — that is, the failure of the franchisee substantially to comply with the requirements of the franchise agreement. General Motors Corp. v. Gallo GMC Truck Sales, Inc., 711 F.Supp. 810 (D.N.J.1989) (Rodriguez, J.). This bill gives neither the franchisor nor franchisee the upper hand. What it does, however, is to prevent arbitrary or capricious actions by the franchisor who generally has vastly greater economic power than the franchisee ... We do not say that a franchisee is entitled to his franchise under all circumstances. If he is not doing the job required of other franchisees in similar circumstances, we agree that he should stand to lose his franchise. But if he is meeting reasonable and non-discriminatory standards, he should have the full right to retain the privileges that go with the franchise. A-2063 is based on this premise. Hearing on Bill 2063 Before the New Jersey Assembly Judiciary Committee, Mar. 29, 1971 (statement of Charles W. Davis, Exec. Vice President of New Jersey Hotel/Motel Assoc.), at 1. It is a violation of the Act, therefore, to cancel a franchise for any reason other than the franchisee’s substantial breach, even if the franchisor acts in good faith and for a bona fide reason. Westfield Centre Serv., Inc. v. Cities Serv. Oil Co., 86 N.J. 453, 469, 432 A.2d 48, 55 (1981). Good cause supporting a termination in the case at bar is noticeably absent. IGT has presented no evidence that A.C. Coin was inadequate in its duties under the 1993 Agreement. There are no allegations of wrongdoing justifying termination. Rather, there is nothing but praise from IGT in the very letter from G. Thomas Baker, IGT’s President, which sparked this litigation: ... Mac, it is especially important to clarify that IGT has enjoyed a professional relationship with Atlantic City Coin & Slot Service Company. Our company believes that ACCS has acted not only in its best interest but also in IGT’s best interest in New Jersey as well as the other territories covered by our distributorship agreement. Many of us at IGT have also enjoyed a professional and personal relationship with you, your family and your employees. These issues are not in question. However, as you know our distributorship agreement expires on June 12, 1998. IGT is a much different company today than it was when it entered into a business relationship with you over 14 years ago. After reviewing all of our options in New Jersey, taking into consideration numerous factors, we have concluded that IGT should assume the responsibilities currently contracted to ACCS in New Jersey, Maryland and the Caribbean Islands. This is a business judgment made by the management team at IGT, and it is a judgment in which I concur ... ... I sincerely hope that upon reflection you wnll understand that this is a decision that IGT has made in the interests of its shareholders .... Baker Letter of Sept. 3, 1997 (emphasis added). Recognizing the mutual benefit built up over the years between the two companies, Baker’s letter does not constitute what is traditionally known as good cause. (1) Community of Interest The NJFPA requires a franchisee to show that it has a “community of interest” with a franchisor. N.J.S.A. § 56:10-3a. As the New Jersey Supreme Court has explained: Community of interest exists when the terms of the agreement between the parties or the nature of the franchise business requires the licensee, in the interest of the licensed business’s success, to make a substantial investment in goods or skills that will be of minimal utility outside the franchise. ISI, 130 N.J. at 359, 614 A.2d 124 (quoting Cassidy Podell Lynch v. SnyderGeneral Corp., 944 F.2d 1131, 1143 (3d Cir.1991)). To find a “community of interest,” then, two requirements must be met: (1) the distributor’s investments must have been substantial franchise-specific investments and (2) the distributor must have been required to make these investments by the parties’ agreement or the nature of the business. Id.; N.J.S.A. § 56:10-3a. Arguably the most central dispute in this case is which precedents are to be accorded greater persuasive weight in construing the Act’s elements — federal case law from the Third Circuit or that of New Jersey courts construing their own state law. For the following reasons, the Court finds the latter to be more persuasive. It goes without saying that a federal court sitting in diversity must apply, and give appropriate deference to, the substantive law of the state in which it sits. See generally Erie R.R. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938). In so doing, a federal court must first turn to the construction given to statutes as applied by the highest state court — in this case, the New Jersey Supreme Court. The story of federal case law interpreting the Franchise Practices Act for most of the past ten years has been one of prediction, in the absence of a definitive New Jersey court ruling giving life to the Act’s statutory language. It is these cases upon which IGT places primarily reliance. IGT contends that the appropriate test for whether A.C. Coin has satisfied the “community of interest” requirement was first set forth in Colt Indus. Inc. v. Fidelco Pump & Compressor Corp., 844 F.2d 117 (3d Cir.1988). In Colt, Judge Higginbotham, writing for the panel majority, appropriately looked to the leading case on the Act available at the time, Neptune T.V. & Appliance Serv., Inc. v. Litton Microwave Cooking Prods. Div. Litton Sys., Inc., 190 N.J.Super. 153, 462 A.2d 595 (App.Div.1983) (Pressler, J.). In an effort to give meaning to the then largely undefined “community of interest” requirement, the majority stated that, “Courts analyzing whether an alleged franchisee is part of the class that is protected by the Act have looked for specific proof, focusing on certain indicia of control by the supposed franchisor over the supposed franchisee.” Colt, 844 F.2d at 120 (citing Neptune T.V., 190 N.J.Super. at 163-64, 462 A.2d 595) (emphasis added). In affirming the district court’s finding of no indications of interdependency or control between Fidelco and Colt, and that the relationship was a cooperative one, Colt Indus., Inc., 700 F.Supp. 1330 (D.N.J.1987), the Court of Appeals concluded: Indeed, the factual record before the district court seemed to indicate that the relationship was one of equal bargaining power and reflected two parties engaged in the common pursuit of a shared goal. The sales meetings at Fidelco’s locations and the advertising and promotional materials, for example, demonstrated no more than cooperation in selling compressors. These sales meetings were not mandatory training for Fidelco’s employees, nor was there a Colt-mandated method for selling the product. In addition, the advertising and promotional materials provided to Fidelco by Colt were only suggested, not required ... In sum, Fidelco failed to establish that it was subject to the whim, direction and control of a more powerful entity whose withdrawal would shock a court’s sense of equity. Id. (emphasis supplied). In dissent, Judge Rosenn began by noting that, sitting in diversity, the court should apply New Jersey law. Colt, 844 F.2d 117, 121 n. 1 (3d Cir.1988) (Rosenn, J., dissenting). Quoting the Neptune T.V. court, Judge Rosenn stated that a franchise relationship is: [Biased on the complex of mutual and continuing advantages which induced the franchisor to reach his ultimate consumer through entities other than his own which, although legally separate, are nevertheless economically dependent upon him. Id. at 124 (citing Neptune T.V., 462 A.2d at 601). The dissent then went on to fault the majority and the district court below for supporting their holdings in part with Grand Light & Supply Co. v. Honeywell, Inc., 771 F.2d 672 (2d Cir.1985), a Second Circuit opinion construing the Connecticut Franchise Act. Colt, 844 F.2d at 124. The Grand Light court, as pointed out by the Colt dissent, recognized the dangers inherent in overextending the scope of the Connecticut Act and thus reasoned that the franchisor’s “control” of the franchisee is the essential precondition of the franchise relationship. Id. (citation omitted). Among the indicia of control noted by the Grand Light court were the “franchisor’s auditing of books and inspection of premises, control of lighting, employee uniforms, prices, trading stamps and hiring, establishing of sales and management training and financial support.” Id. (citation omitted). Judge Rosenn continued: [Njothing in either the New Jersey Act or in Neptune itself contemplates the degree of franchisor control adopted by the majority in the present case. The New Jersey Act simply does not contain language comparable to Connecticut’s requirement that a franchisee adopt a ‘marketing plan or system prescribed in substantial part by a franchisor.’ Moreover, Neptune’s ‘mutual advantage’ standard requires a franchise relationship characterized by interdependence rather than by control. Thus, rather than sanction adoption of the control test, Neptune ’s reference to ‘unconscionable loss’ merely reflects the appellate division’s recognition that a franchisee is generally reliant upon a franchisor for its economic well being. Id. at 125. As the dissent noted, the Connecticut Act, unlike its New Jersey counterpart, contained no “community of interest” requirement. Id. at 124. As such, the court’s adoption of the “control” test constituted an error of law. Id. The Third Circuit’s general uneasiness — in the absence of a New Jersey Supreme Court ruling — with its formulation of the Act’s “community of interest” requirement was evident less than a year later in New Jersey American, Inc. v. The Allied Corp., 875 F.2d 58 (3d Cir.1989) (Becker, J.). In dicta, the court candidly remarked: The problem is further complicated by the focus of the Act on the agreement between the parties: the test for inequality of bargaining power must operate at the time of the agreement, although the real problem in the franchise relationship is the potential for abuse after the franchisee has devoted considerable resources to the franchisor’s business. We have dealt with this problem by focusing on whether the agreement between the licensee and licensor contemplates such future investment. That approach, to some extent, fudges the issue, but in the absence of guidance from the New Jersey courts, we are unable to devise an approach that better effectuates what we believe to be the purposes underlying the Act. Id. at 65. A subsequent Third Circuit case, Cassidy Podell Lynch, Inc. v. SnyderGeneral Corp., 944 F.2d 1131, 1139-41, 1143 (3d Cir.1991), relied on by defendants, similarly applies the “control” standard set forth in Colt. That court, too, indicated that the New Jersey Supreme Court had yet to define the community of interest element. Id. at 1140. In Cooper Distributing v. Amana Refrigeration, 1992 U.S. Dist. LEXIS 17918, *9 n. 4 (D.N.J. Jan. 23, 1992) (“Amana I”), Judge Barry anticipated that the New Jersey Supreme Court’s ruling following its grant of certification of Instructional Sys., Inc. v. Computer Curriculum Corp., 243 N.J.Super. 53, 578 A.2d 876 (App.Div.1990), “will put some meat on the Act’s comparatively bare bones.” Later that same year, the New Jersey Supreme Court spoke definitively on the Act in Instructional Sys., Inc. v. Computer Curriculum Corp., 130 N.J. 324, 614 A.2d 124 (1992) (“ISI”), and reversed the Appellate Division’s finding that no franchise existed between the litigating parties because the alleged franchisee had not satisfied the “license” requirement. Id., 130 N.J. at 328, 614 A.2d 124. The court took the opportunity to construe not only the license element of the Franchise Act inquiry, but also the Act’s other requirements. While the ISI court recognized generally that the community of interest requirement was designed to address the inequality of bargaining power typical of a franchise relationship, and of the “vulnerability of the franchisee to an unconscionable loss of his tangible and intangible equities,” id., 130 N.J. at 356, 614 A.2d 124 (citing Neptune T.V., 190 N.J.Super. at 165, 462 A.2d 595), the ISI decision is noteworthy not only for what it says but also for what it does not say. Nowhere in the court’s community of interest inquiry does it specifically adopt anything resembling the “control” test superimposed on the Act by earlier federal decisions. Although IGT seems to assert that the ISI court relied on Cassidy, 944 F.2d at 1143, in its formulation of the appropriate standard, the ISI court mentions Cassidy only as “echoing” Neptune T.V.’s, views of the “broad, elastic and elusive” concept of community of interest as reflecting a “symbiotic character of a true franchise arrangement and the consequent vulnerability of the alleged franchisee to an unconscionable loss of his tangible and intangible equities.” ISI, 130 N.J. at 359, 614 A.2d 124 (citing Neptune T.V., 190 N.J.Super. at 165, 462 A.2d 595). The ISI court quotes Cassidy mainly for the following proposition: “[CJommunity of interest exists when the terms of the agreement between the parties or the nature of the franchise business requires the licensee, in the interest of the licensed business’s success, to make a substantial investment in goods or skill that will be of minimal utility outside the franchise.” Id. (citing Cassidy, 944 F.2d at 1143). To be entirely complete, the ISI court, in distinguishing the business relationship among the litigants before it from that which existed in Col