Girl Scouts of Manitou Council Inc. v. Girl Scouts of the United States of America Inc. (700 F. Supp. 2d 1055, 2010)

ORDER

J.P. STADTMUE LLE R, District Judge.

The Girl Scout Law is a pledge ritualistieally recited and “shared by every member” of the Girl Scouts of the United States of America (“Girl Scouts” or “GSU-SA”), the defendant in this action. See Girl Scouts of the United States of America, Girl Scout Promise and Law, http: //www.girlscouts.org/program/gs_central/ promise_law/(last visited March 31, 2010). The Girl Scout Law, described by the GSUSA as the “credo of girl scouting,” entails the ten tenets each scout must strive to fulfill in their daily lives. Id. In relevant part, the Girl Scout Law requires that every member must do their “best to be honest and fair.” Id. The plaintiff, Girl Scouts of Manitou Council, Inc. (“Manitou”), an organization that provides Girl Scouting to seven counties in eastern Wisconsin, contends that the national organization of the Girl Scouts has not been loyal to the terms of its own Law, in that the GSUSA has not been “honest and fair” in its dealings with the Manitou Council. Specifically, Manitou argues that GSUSA, acting pursuant to a national strategy that would eventually merge the council into a larger regional council, has violated the Wisconsin Fair Dealership Law (“WFDL”), Wis. Stat. § 135.01, breached the terms of the charter that created the council, and committed several related torts. (Docket # 120). After extensive discovery, on August 31, 2009, GSUSA, asserting that there were no genuine issues of material fact necessitating a trial in this case, moved pursuant to Fed.R.Civ.P. 56 for a summary judgment in its favor on all counts of Manitou’s Second Amended Complaint (“complaint”). (Docket # 134). On that same day, Manitou moved for summary judgment in its favor on the breach of contract claim and the WFDL claim. (Docket # 141). After reviewing the voluminous record, consisting of hundreds of pages submitted by each party, and consulting the relevant law, the court is now prepared to make a ruling on the parties’ cross-motions for summary judgment.

BACKGROUND

The court begins with an admittedly detailed, but necessary recounting of the undisputed facts animating the current litigation.

A. The Girl Scouts of the United States of America

Juliette Gordon Low founded the Girl Scouts on March 12, 1912, in Savannah, Georgia. From humble beginnings as a troop of eighteen girls, the Girl Scout movement has expanded rapidly, such that today hundreds of thousands of adult volunteers are helping nearly three million girl members participate in the organization throughout the United States and in more than ninety countries around the world. The organization has influenced the lives of more than forty million women since its inception and boasts alumni from all facets of American life, including, among other notables, Sandra Day O’Con-nor, Hilary Clinton, Lucille Ball, and Katie Couric. Currently headquartered in New York City, GSUSA reported in Fiscal Year 2008 revenues exceeding seventy million dollars derived from membership dues, donations, and the sales of Girl Scout merchandise.

In 1950, Congress incorporated the organization as the “Girl Scouts of the United States of America” in order to promote the qualities of “truth, loyalty, helpfulness, friendliness, courtesy, purity, kindness, obedience, cheerfulness, thriftiness, and kindred virtues among girls.” 36 U.S.C. § 80302. The self-espoused purpose of the Girl Scout movement is to “inspir[e] girls with the highest ideals of character, conduct, patriotism, and service that they may become happy and resourceful citizens.” See Girl Scout Constitution, Preamble. Of particular note for this case, GSUSA has espoused as a central tenet of the organization that Girl Scout membership be “reflective of the pluralistic nature” of the populace and that membership should be “extended to all girls in all population segments and geographic areas.” See GSU-SA, Blue Book of Basic Documents 2006, at 21.

According to the GSUSA’s congressional charter, the organization is headed by a National Council of Girl Scouts (“National Council”), which includes delegates from every local Girl Scout council and is empowered to adopt and amend a constitution, create bylaws, and elect a board of directors for the organization. 36 U.S.C. § 80303. Accordingly, the National Council created a constitution (“Girl Scout Constitution”) for the organization in November of 1957. The National Council has since amended the Girl Scout Constitution ten times.

The current manifestation of the Girl Scout Constitution outlines the basic means by which Girl Scouting is provided throughout the country. Specifically, Article VII of the Girl Scout Constitution states that “local Girl Scout councils shall be organized to further the development of the Girl Scout Movement in the United States; to establish local responsibility for leadership, administration, and supervision of the program; and to develop, manage, and maintain Girl Scouting in accordance with the terms of their charters.” The Girl Scout Constitution further authorizes the National Council to establish requirements that an organization must comply with in order to become an official Girl Scout council. GSUSA Const, art. VIII, § 2. In turn, the National Board of Directors (“National Board”), a body authorized by Article X of the Girl Scout Constitution to “manage the affairs” of the GSUSA, is broadly empowered to issue credentials to a given council and revoke such credentials when “the terms and conditions [of the credentials] or requirements ... are being violated or when the best interests of Girl Scouting are not being furthered.” GSUSA Const, art. VIII, § 3.

The net result is that the GSUSA, much like other charities and businesses, operates as a federation, carrying out its goals through individual councils, separate legal entities who are empowered to act through a “charter” granted by the national organization for a nominal fee. The charter outlines each council’s rights, duties, and obligations, which are derived, in part, from the GSUSA’s official bylaws, policies, and other guidelines as contained in the Blue Book of Basic Documents {“Blue Book ”). In relevant part, the credentials section of the Blue Book outlines both the requirements that a potential Girl Scout council must comply with to receive and retain a charter and the obligations a Girl Scout council assumes in accepting a charter. See GSUSA, Blue Book of Basic Documents 2006, at 25-26. Specifically, the Blue Book commits a Girl Scout council to act “in accordance with and to be limited by the policies so identified, published, and distributed to councils by [the GSUSA].” Id. at 26. Moreover, the Blue Book states that the charter of a Girl Scout council can be “revoked or terminated” by the GSUSA per the terms of the Girl Scout Constitution, extinguishing the ability of the council to exercise any rights conferred by the grant of a charter, including the right to use the Girl Scout program, be identified with the Girl Scout movement, or use the Girl Scout name or trademark. Id. at 25. The Blue Book further details the procedures for revoking a council’s charter and for changing a Girl Scout council’s jurisdiction. Id. at 26-28. Each council, per its charter, is assigned to a specific, non-overlapping territory or “jurisdiction,” in which it operates. A given council survives financially through donor solicitations, sales of Girl Scout cookies, sales of other Girl Scout branded products and services, and from fees charged for use of council-owned facilities. By 2005, approximately 315 Girl Scout councils existed in the United States, each with their own board of directors, officers, and professional staff.

To ensure that individual councils are successful in achieving the organization’s central goals, every council’s charter has a term of four years. Eighteen months pri- or to the expiration of a council’s charter, a council will send to the GSUSA an “Application for a Girl Scout Council Charter.” Id. at 26. In addition to an application, the individual council will conduct a performance assessment and submit a final report to the GSUSA in the year before its charter expires. Id. The GSUSA, in turn, will review the results of the council’s performance assessment, compare the results to national standards for what constitutes an effective Girl Scout council, assess the council’s performance and progress, and then make relevant recommendations to a council. Id. The council, in turn, acts on those recommendations and submits its own recommendations to the National Board of Directors, who makes a final determination on whether to renew the council’s charter. Id. at 27. If a council is not “developing, managing, and maintaining Girl Scouting” in its jurisdiction, “fully meeting charter requirements,” or “is seriously deficient in one or more critical priorities,” the council will either receive a charter with qualifications, be subject to a Charter Compliance Audit by the National Board of Directors, or will have the charter revoked. Id. at 26-28.

B. The Manitou Council

The plaintiff, Girl Scouts of Manitou Council, is the Girl Scout council charged with carrying out the Girl Scout mission in seven counties in Eastern Wisconsin. Specifically, Manitou’s jurisdiction stretches from the affluent northern Milwaukee suburbs of Mequon and Thiensville north to the cities of Sheboygan and Manitowoc and west toward the city of Fond du Lac, covering a primarily rural area. The council has been serving the area in some capacity since the early 1950s. Manitou has sixteen employees and is governed by an independent board of directors. Currently, the council boasts having approximately 7,500 girl and adult Girl Scout members, with girl membership increasing by 370 members between 2004 and 2008. In addition, Manitou possesses several pieces of property, including Camp Evelyn, a 240-acre facility near Plymouth, Wisconsin, and Camp Manitou, a 140-acre facility located near Shoto, Wisconsin, used for resident camping and other activities. Neither side disputes that Manitou Council was a “high performing” council, in that it met or exceeded several goals of the GSU-SA, including having high recruitment and membership retention.

C. Girl Scouts Realignment Strategy

While Manitou Council may have been successful in creating a growing and vibrant environment for Girl Scouting in eastern Wisconsin, Manitou, at least from the perspective of the national organization, was not a microcosm of the national health of Girl Scouting in the early 2000s. In 2004, after several independent studies, the GSUSA concluded that a host of problems confronted the organization. First, the Girl Scouts’ efforts to provide programs to unserved or underserved communities, such as inner-city youths, presented severe challenges to the GSUSA as to how to subsidize such programs and what the best delivery systems were to implement the different programs. Moreover, the GSUSA commissioned studies indicated that, while financial pressures and new program goals made fund-raising more important than ever, raising money for the organization in challenging economic times so that GSUSA could fulfill its mission was becoming increasingly difficult. The studies also showed that the Girl Scout movement, with its 315 councils, tended to be unfocused regarding what the organization’s central goals were. Perhaps most troubling for the organization was its belief that the Girl Scouts, while being the largest organization for girls in the world, was shrinking, despite steady increases in the general American population of girls between the ages of 5 and 17.

In 2005, the GSUSA invited staff, council executives, and National Board members to participate in “Gap Teams,” small groups that studied the GSUSA’s challenges and attempted to find a means to “close the gaps between the current state and the desired state of the Girl Scout movement.” (DPFF ¶ 56). One Gap Team (“Governance Gap Team”), focused on the organization’s “governance and organizational structure gap,” ultimately attributed many of the Girl Scouts’ woes to the sheer number of councils that encompassed the Girl Scout organization. The Governance Gap Team noted that the organization’s market share was significantly less in their smaller councils when compared to the largest councils, and that Girl Scout membership thrived in periods where the number of Girl Scout councils decreased. Moreover, the Governance Gap Team found that the cost per girl was less in the larger councils than in smaller councils. Additionally, the Governance Gap Team reasoned that fund-raising was far more difficult with smaller councils, as it encouraged different councils to compete against each other for donations from the same general population base. The Governance Gap Team also found that having numerous councils implementing the organization’s goals tended to dilute and confuse the overall message that the organization was sending. Finally, the Governance Gap Team study concluded that having too many councils prevented the organization from “leveraging and aligning” its resources effectively, serving as a “barrier to future growth and sustainability.” (DPFF ¶ 49).

After months of consultation with various parties, the GSUSA’s Governance Gap Team recommended that mergers or “strategic restructuring” of the smaller councils occur, such that the “optimal” Girl Scout council, dubbed “High Capacity Councils,” would serve approximately 10,000 girls. For GSUSA, the larger councils would no longer compete for donations and would have the means to hire the best possible staff members, taking advantage of economies of scale. The Governance Gap Team crafted a new “master map” of the various Girl Scout councils, proposing consolidations where councils were in trouble or where it appeared that the need for consolidations were “obvious,” making new corporate entities out of the old councils. (DPFF ¶ 65). In July 2005, the GSUSA informed executives of its various councils of the initial findings and recommendations of the Governance Gap Team. A July 2005 memorandum stated that “council boundaries and jurisdiction and chartering would be defined anew using a set of capacity-based criteria.” Presentations to the council executives followed that August. On September 11, 2005, the National Board approved the Governance Gap Team’s recommendation that GSUSA develop and implement a process for “nationwide council realignment,” such that old councils’ territory, property, and employees would be merged into larger councils.

D. Manitou and the Initial Steps Toward Realignment

On that same day, the National Board of Directors renewed Manitou’s charter (“2005 Charter” or “Charter”). The Charter itself is a fairly simple document, certifying that Manitou is authorized to “operate as a Girl Scout council within the area of jurisdiction agreed upon with [the GSU-SA], with the duties, rights, powers, and privileges of a local Girl Scout council as defined by [the GSUSA].” The Charter, which is effective from “January 1, 2006, for up to four years,” incorporates by reference the “terms and conditions” contained in Manitou’s April 13, 2005 Application for a Girl Scout Council Charter (“Charter Application”). The Charter was signed by Liesl Rice (“Rice”), Manitou’s President, Patricia Diaz Dennis (“Dennis”), the chair of the National Board of Directors, and Kathy Cloninger (“Cloning-er”), GSUSA’s Chief Executive Officer. The Charter Application itself mirrors language found in the Blue Book outlining the requirements to apply to be a council and the rights, duties, and obligations involved in becoming a council.

On September 30, 2005, Linda Foreman, the GSUSA’s National Secretary, wrote to Ms. Rice and Denise Schemenauer (“Schemenauer”), the Chief Executive Officer of Manitou, to inform the council that its charter had been renewed for up to four years without qualifications. Moreover, the September 30, 2005 letter reminded Manitou that the GSUSA and the Girl Scout councils were “engaged in a Core Business Strategy process to transform the Girl Scout Movement,” including developing and implementing “a process for nationwide council realignment.” The letter further noted that, because the alignment process would occur over the next several years, council charters would only be issued on a period of “up to” four years.

In the fall and winter of 2005, a series of regional and national level meetings occurred in which representatives of various Girl Scout councils, including Manitou, conferred with the GSUSA regarding the nationwide realignment plan. In late October, GSUSA sent a memo to Council CEOs and Board Chairs asking for their input for criteria to be used to determine what a “high capacity council” entailed and suggestions regarding specific boundaries for the new councils. The minutes of a fall 2005 meeting of all of the Wisconsin Girl Scout councils led by Manitou’s Schemenauer indicate that there was consensus regarding the need for realignment and consolidation of the Wisconsin councils. Ms. Schemenauer concedes that initially she was “very interested” at the time in “exploring a statewide council” for realignment. (Schemenauer Dep. 184). In fact, in December of 2005, Ms. Schemenauer submitted, on behalf of the Wisconsin Alliance of Girl Scout councils, their final realignment input to GSUSA, which recommended that every realigned council serve a minimum of 10,000 girls and that Wisconsin should only have one to six councils after realignment efforts finished.

After reviewing the recommendations of the various councils, GSUSA, together with representatives from every council, including Manitou, met in late February of 2006 in Orlando, Florida, to discuss the final criteria for determining the makeup of the new councils and to display an initial resource map indicating a proposed national realignment plan. The resource map suggested realigning the three hundred plus local councils into 104 councils, with each council having a population base of approximately 100,000 girls. The ■ resource map merged the thirteen councils that then-existed in Wisconsin into three councils, with the majority of the territory encompassing Manitou’s jurisdiction being merged into a council covering northern Wisconsin and a small portion of the upper peninsula of Michigan. Councils were informed at the meeting that, while realignment in some form would occur inevitably, councils could submit formal mapping proposals to GSUSA after appropriate discussions with neighboring councils. Manitou met with other councils at the Orlando meeting and actively discussed merging their council with those in northern Wisconsin and in the upper peninsula of Michigan.

After the Orlando meeting, Manitou seemed to support the realignment plans as envisioned by GSUSA. In a late March 2006 meeting of Manitou’s Board of Directors, the board agreed that the optimal course of action would consist of a merger of most of Manitou with the councils to the north while allowing Ozaukee County, the county directly north of the city of Milwaukee, to be merged with a southeastern Wisconsin council. While other Girl Scout councils petitioned the GSUSA for changes to the proposed realignment during the spring of 2006, Manitou did nothing, assuming that the national organization would “work with [Manitou]” if the council later found the realignment plans to be dissatisfactory. (Schemenauer Dep. 323). In April of 2006, seven councils from Wisconsin and Michigan, including Manitou, the future “Northwestern Great Lakes Council,” met to further discuss a mapping configuration to propose to GSUSA. As a result of the April meeting, Ms. Schemenauer, as the coordinator of the Wisconsin and Michigan realignment group, submitted a memorandum on May 31, 2006, that indicated the group’s willingness to “negotiate the terms of a potential council realignment.” Moreover, the realignment group noted that they wanted to use GSUSA’s “National Resource Map as the general basis” upon which realignment would occur, with the exception that the entirety of the upper peninsula of Michigan be added to the new council’s jurisdiction.

The Girl Scouts treated the memorandum of the Wisconsin and Michigan realignment group as a formal proposal for changes to the councils’ jurisdictions, responding favorably to the tentative proposal. On June 28, 2006, Ms. Schemenauer was informed that the GSUSA’s Mapping Task Force, a subcommittee overseeing the realignment project, had approved the proposed changes to the resource map, sending Schemenauer’s group’s proposal to the National Board Realignment Task Force for approval before the recommendation was sent to the National Board of Directors for final approval. Less than a month later, the National Board Realignment Task Force approved the May 31, 2006 proposal, and, on August 26, 2006, the National Board approved about three-hundred “Applications for Change in Council Jurisdiction,” including the Wisconsin and Michigan realignment group’s proposal, seemingly settling the borders for the new council. The applications approved by the National Board would have divided Manitou, such that sixty percent of the current council’s jurisdiction would go to the northern council, thirty five percent of the council would be given to a council encompassing southeastern Wisconsin, with the remainder being handed to a western Wisconsin council.

E. Manitou’s Resistance to Realignment

Problems began to emerge with Manitou’s cooperation regarding the realignment in the fall of 2006. In early September, the Wisconsin and Michigan councils that were to encompass the Northwestern Great Lakes council met again to discuss the next steps to progress toward realigning the councils, including drafting guiding philosophies for the new council, creating a plan for collaboration between the different staffs of the various councils, discussing employed staff retention, and exploring avenues for realignment funding. The meeting was somewhat hostile, as the executives of the various councils expressed frustrations, including Ms. Schemenauer, who was upset that two Girl Scout executives had hired a consultant for the group without first checking with Ms. Schemenauer and other executives. Exasperated from the meeting, Ms. Schemenauer and Ms. Rice sent an email to the board of directors for Manitou Council, writing that “after the alliance meeting it became clear that we did need to talk to you as a group and gain your direction.” Discussions within the Manitou Council manifested severe differences in philosophy and approaches to council administration with the other councils with whom Manitou was merging. At a November 28, 2006 meeting of Manitou’s Board of the Directors, the board approved the creation of a task group to review the national realignment plan, with the goal of making recommendations to GSUSA’s Board of Directors regarding realignment issues and creating a position paper explaining Manitou’s thoughts regarding realignment.

GSUSA, made aware of Manitou’s growing concerns, tried to ameliorate the situation in early 2007. In January 2007, Linda Foreman (“Foreman”), a member of GSU-SA’s National Board and the chair of the National Board’s task group on realignment, and Vicki Wright (“Wright”), GSU-SA’s Project Director of Council Realignment, after a lengthy invitation from Ms. Schemenauer to give a presentation on realignment, met with Manitou’s Board of Directors via a teleconference. GSUSA’s representatives were not able to give a full presentation because the members of the Manitou board posed to GSUSA’s agents numerous questions, which Ms. Wright and Ms. Foreman attempted to answer. In March, GSUSA provided a “realignment update” bulletin to all of the councils, including Manitou, providing findings and data regarding the realignment efforts and relaying the overall progress of the project in an attempt to assuage developing anxieties over realignment.

Nonetheless, on March 27, 2007, in Manitou’s “position paper” to the National Board, the council stated that they were now “opposed to [GSUSA’s] current nationwide mandated merger plan.” Moreover, Manitou stated in their position paper that they wanted: (1) to be exempt from the merger mandate; (2) an agreement that would protect the council for a period of ten years; and (3) the GSUSA to acknowledge that its nationwide realignment plan was “flawed.” The position paper concluded by setting out Manitou’s “case for opposition to GSUSA’s national merger mandate,” which was a product of Ms. Schemenauer’s “take” on the nationwide data and the independent studies commissioned by the GSUSA. On that same day, at the suggestion of the task group, the Manitou Board of Directors approved a resolution that Manitou would not merge with any other councils, would keep the current jurisdiction of Manitou intact, and would discontinue all efforts toward realignment pending the resolution of all realignment negotiations with the GSUSA. The decision of Manitou’s Board was inspired at least in part from Manitou’s inability to come to a common understanding with the councils with whom it was going to merge. The Manitou Board of Directors also sent a letter to the councils that were to make up the Northwestern Great Lakes council to inform those councils of Manitou’s new stance.

In mid-April 2007, four representatives of Manitou: Schemenauer, Rice, Dekker, and Krause-Stetson, met with GSUSA’s Cloninger and Foreman at the GSUSA’s headquarters in New York City. The Manitou representatives expressed their concerns regarding nationwide realignment and demanded to speak with the demographers who crafted the initial resource map that was introduced at the Orlando meeting more than a year earlier. Heeding Manitou’s request, GSUSA arranged a conference call between Manitou’s representatives and the demographers on May 1, 2007. Manitou’s notes from the meeting indicate that the exchange was less than satisfactory for the council.

On May 9, 2007, Manitou submitted a proposal to the GSUSA whereby Manitou would be realigned with the council to be formed in the southwestern region of Wisconsin, as opposed to merging Manitou with councils in northern Wisconsin and the upper peninsula of Michigan. Manitou’s proposal met with resistance. The GSUSA consulted with its experts regarding the newest proposal, but the demographers remained unpersuaded by Manitou’s proposal, finding that Manitou and the northern councils’ proximity, similar cultures, and economic commonalities required adhering to the May 31, 2006 proposal, which would merge the majority of Manitou’s jurisdiction with the northern councils. On May 17, 2007, the leadership of the six councils of northern Wisconsin and the upper peninsula of Michigan who would have merged with Manitou, wrote to the GSUSA to express their unanimous and “strong” opposition to Manitou’s latest proposal. The GSUSA denied Manitou’s proposal on May 21, 2007.

In the wake of GSUSA’s rejection of Manitou’s proposal, the Manitou Board of Directors met on May 22, 2007. The Manitou Board “regretfully” and “with great concern” approved a motion that Manitou “proceed with the realignment as mandated by the [GSUSA] which requires Manitou Council [to] merge with the Northern councils.” Nonetheless, on August 9, 2007, in a letter signed by Ms. Rice, Ms. Dekker, Ms. Krause-Stetson, and Ms. Schemenauer, the representatives of the Manitou Council wrote to Ms. Dennis, the President of the National Board of Directors of the GSUSA, requesting a “private, face-to-face meeting” with her and her legal counsel in order to “share significant information” about the organization’s realignment plans, including information that “calls into question the ultimate decisions reached by the full Board.” The letter was ominous, stating that the information the Manitou representatives were going to share had the “potential to be embarrassing to certain individuals, as well as to the organization.” Manitou’s letter to Ms. Dennis set a deadline of August 24, 2007, in which the President of the Board of Directors of the Girl Scouts could respond or else Manitou would “move ahead in a different direction.”

On August 29, 2007, Ms. Dennis traveled to Milwaukee, Wisconsin, and met with four Manitou representatives, Schemenauer, Rice, Dekker, and Krause-Stetson, to further discuss Manitou’s concerns. The Manitou representatives revealed the “embarrassing information” the four representatives had learned was that a large donor from a neighboring council had been a member of the Girl Scouts National Board, which had been voting on the realignment plans. However, the majority of the four hour meeting was devoted to persuading Ms. Dennis to support Manitou’s plan to merge its council with the southwestern Wisconsin councils, the same plan that had been rejected by the board in May. The President of the GSUSA Board listened to the Manitou representatives’ concerns and promised to discuss Manitou’s issues .with the GSUSA leadership.

Manitou’s latest attempts to persuade the GSUSA to abandon their plans for realignment did not succeed. On September 21, 2007, Ms. Dennis informed the Manitou representatives via teleconference that their second request to merge with the southwestern Wisconsin councils had not been accepted. Linda Foreman and Kathy Cloninger sent a letter to Liesl Rice on October 3, 2007, confirming the decision of the GSUSA, stating that the organization would “not again reconsider the jurisdictional boundaries, as approved by the National Board on August 24, 2006.” The letter further directed Manitou to “engage with the three council realignment groups to which [Manitou was] assigned” and to “secure [Manitou’s] board’s approval of and authorization for” the Northwestern Great Lakes Good Faith Agreement (“Good Faith Agreement”), an agreement by which Manitou would agree to engage in good faith negotiations regarding the realignment plans, by “no later than October 15.” Finally, the letter warned the council that if Manitou failed to meet the GSUSA’s directives in their entirety, that the National Board would “take all necessary and further action in accordance with the Blue Book of Basic Documents 2006.”

Accordingly, on October 10, 2007, Manitou signed the Good Faith Agreement in which Manitou Council “committ[ed] itself for a period of twelve ... months to good faith negotiations toward a potential merger with” the six councils of northern Wisconsin and the upper peninsula of Michigan. Moreover, in the Good Faith Agreement, Manitou agreed that it would not make any “material changes” affecting the merged council, such as depleting the liquid resources of the council or entering into contracts that obligates the new council for more than two fiscal years. The agreement also stated that Schemenauer and Rice would be the members of Manitou’s delegation to the Council Realignment Committee, with the goal that the Council Realignment Committee would provide a recommendation which would be approved by the full Manitou board.

The Manitou Council Board of Directors met on November 27, 2007, to, in part, discuss the realignment process. Part of the meeting was devoted to discussions regarding whether the other northern councils had breached the terms of the Good Faith Agreement. The Manitou Board directed Ms. Schemenauer and Ms. Rice to do “further investigation” into the “legal options” Manitou had in order to determine the consequences of the council further opposing the realignment efforts. Less than a month later, the Manitou Board voted by margin of twelve to two votes to pursue litigation with the GSUSA and to discontinue participation in the GSUSA’s realignment plan. On January 9, 2008, the council notified the GSUSA of the vote of the Manitou Board of Directors, stating that a “merger with the other Councils ... is not in the best interest of Manitou and its members.” Moreover, the letter informed the GSUSA that Manitou had retained legal counsel and instructed the national organization to channel communication through Manitou’s lawyer. In the weeks that followed, Manitou informed its members and donors that the council would pursue litigation against GSUSA to prevent any merger. The council also informed the remaining councils in Wisconsin of its decision. Manitou had made its decision to aggressively fight the merger via litigation.

F. The “National Team,” Manitou’s Health, and the Current Litigation

Pursuant to the guidelines in the 2006 version of the Blue Book for when councils cannot agree to “combine” or “transfer” jurisdiction, in early 2008, the GSUSA established a “national team,” which was charged with the task of collecting and analyzing information from the councils that were to form the Northwestern Great Lakes council, including Manitou, to determine “how the requested change will impact the delivery of [the] Girl Scout program.” See GSUSA, Blue Book of Basic Documents 2006, at 29. Joan Wagnon (‘Wagnon”), a member of the National Board, led the national team investigating the Manitou merger with the six northern Wisconsin and Michigan councils. According to the regulations in the 2006 version of the Blue Book, the national team must: (1) use the information they collect to “develop a recommendation for jurisdictional boundaries and forward it to the affected councils”; and (2) complete an “Application for Change in Girl Scout Council Jurisdiction” pursuant to the recommendations. Id. The application then must be forwarded to the Chief Executive Officer of the GSUSA, who then, after reviewing the application, recommends action to the National Board. Id. Accordingly, the National Board must take action on the application, which is considered “final,” and the GSUSA officially records the change in jurisdiction in the “official records” of the GSUSA. Id.

On January 24, 2008, Ms. Wagnon notified the affected councils, including Manitou, that, because of a failure to reach agreement between the councils regarding the merger, the GSUSA had created a national team composed of members of the National Board, “National Staff,” and a “national Operational Volunteer” to investigate how “Manitou’s action not to merge will impact delivery of [the] Girl Scout program.” The letter further detailed the process the national team would take going forward. Wagnon invited all affected councils to provide information to the national team by March 31, 2008.

On February 29, 2008, the same day Manitou filed a diversity action against GSUSA (Docket # 1) and a motion for a preliminary injunction to enjoin the defendant from “going forward with the jurisdictional change proceedings” outlined in Wagnon’s January 24, 2008 letter or changing the current jurisdiction or territory controlled by Manitou (Docket # 3), the national team met for the first time. Wagnon, writing on behalf of the national team, wrote a March 3, 2008 letter to the seven relevant councils stating the initial thoughts garnered by the team at their first meeting. First, Ms. Wagnon reiterated that March 31, 2008, would be the deadline by which the councils had to submit information regarding “how the delivery of the Girl Scout program to all girls will be enhanced or retarded by the possible configuration.” Second, Ms. Wagnon proposed an April 12, 2008 meeting of all the councils to provide the local groups an “opportunity to speak in person to representatives of the national team.” Ten days later, Ms. Schemenauer, writing on behalf of Manitou, wrote a lengthy letter to Ms. Wagnon to inform her that Manitou “would not be able to participate in the current process” and stated that she felt that the “underlying dispute can only be resolved by a court.” Undeterred, Ms. Wagnon wrote to Ms. Schemenauer on March 27, 2008, stating that the “national team intends to proceed with its deliberations” as had been explained “in prior letters.”

The national team’s efforts to gather additional information related to the merger proved difficult, however. No council submitted any new information to the national team. Moreover, Ms. Wagnon’s proposed April 12, 2008 meeting never came to fruition, as none of the councils indicated a desire to participate in the public forum. The national team pressed forward, however, using the information the GSUSA provided to the team, an amalgam of data previous provided by the national organization and the affected councils. In the meanwhile, on May 1, 2008, the merger of the five Wisconsin councils and the one upper peninsula council occurred, and the Girl Scouts of Northwestern Great Lakes council was officially formed without the participation of Manitou.

On May 16, 2008, the national team met in Seattle, Washington, to discuss the realignment dispute, review the information it did have, and formulate its recommendation to the National Board. A week and a half later, Wagnon wrote to the chairpersons of the board of directors of the individual councils, including Manitou’s Rice, providing the chairs with the data that the national team had collected and was going to be used to “develop a recommendation regarding [the] jurisdictional boundaries.” The information enclosed with Wagnon’s letter to the council chairs was diverse and from a variety of sources. Ultimately, on June 5, 2008, the national team issued its report and recommended that Manitou’s jurisdiction needed to be divided up pursuant to the May 31, 2006 proposal. The national team also submitted an “Application for Change in Girl Scout Council Jurisdiction” to resolve the merger dispute.

Two weeks later, on June 15, 2008, GSUSA’s Chief Executive Officer, Ms. Cloninger, advised the National Board that the recommendations of the national team be adopted and that the application the national team submitted be approved. In turn, the National Board followed Cloning-er’s recommendations. The following day, GSUSA notified Manitou and the newly formed Northwestern Great Lakes council that a portion of Manitou’s territory would be transferred to the new council effective September 15, 2008. In the months that followed, both Manitou and GSUSA prepared for the impending merger. It remains unclear what steps (and the nature of those steps), if any, GSUSA would have taken had the transferring of part of Manitou’s jurisdiction to the Northwestern Great Lakes council occurred.

However, the results of the litigation altered the parties’ plans. On June 5, 2008, this court denied Manitou’s motion for a preliminary injunction. (Docket # 58). Three months later, the Court of Appeals for the Seventh Circuit reversed this court’s decision to deny Manitou’s motion and “enjoined GSUSA from making any changes to, or interfering with, the current council jurisdiction of’ Manitou “pending final resolution on the merits in the district court.” See Girl Scouts of Manitou Council, Inc. v. Girl Scouts of the United States of America, Inc., 549 F.3d 1079 (7th Cir. 2008). As a result, GSUSA postponed meetings that would have begun the transition process of transferring the counties served by Manitou into the Northwestern Great Lakes council.

Given that Manitou’s current charter was set to expire on January 1, 2010, Ms. Schemenauer wrote to GSUSA in late 2008 inquiring about how to renew the council’s charter given the on-going litigation. On December 30, 2008, GSUSA responded to Ms. Schemenauer’s inquiry, informing the council’s Chief Executive Officer that the application process has been “suspended during realignment” and that GSUSA has “not asked councils to file an application fee for the last two years.” However, a month later, on January 28, 2009, GSUSA emailed council board chairs and chief executives detailing the interim chartering process during the realignment. In the January 28, 2009 email, the National Board explained that during the realignment the Girl Scouts would be using the “Council Performance Indicator” process to evaluate whether a council’s charter should be renewed, a method that takes two to three weeks as opposed to the formerly used twelve to eighteen month “Council Performance Assessment” process. In letters sent in February of 2009, counsel for the defendant informed Manitou’s counsel that the National Board expects to renew Manitou’s charter for a minimum of one year. Accordingly, on May 11, 2009, the National Board contacted Manitou’s Board Chairperson, Ms. Rice, to provide her with information regarding the Council Performance Indicator process such that Manitou’s charter could be renewed. On July 29, 2009, Manitou submitted its charter application to GSU-SA, requiring that Manitou complete the “Council Performance Indicator” to ensure that the charter was renewed. The parties have not provided this court with any update as to whether the charter process was completed and whether Manitou is currently chartered as an official Girl Scout council.

The evidence presented to the court indicates that Manitou’s girl membership has increased in the time since GSUSA’s realignment efforts began. While Manitou has had some difficulties in fund-raising over the past several years, with less money flowing to the organization from sources such as the United Way, the parties dispute the reason for the monetary difficulties. The plaintiff broadly contends that GSUSA’s realignment efforts have made fund-raising more difficult for Manitou, while the defendant argues that decreases in donations to Manitou are attributable to outside forces, such as the state of the economy. Manitou’s Chief Operations Officer concedes however, that realignment did not: (1) cause major corporate donors, such as the United Way or Community Chest, or individual donors to cease or reduce their funding to Manitou; or (2) have an effect on the amount of “in-kind and miscellaneous donations,” such as donations bequeathed to Manitou. (Cline Dep. 189-90; 200-01). Indeed, some of Manitou’s funding may have increased due to donor’s sympathy with Manitou’s cause.

On February 3, 2009, in the wake of the Seventh Circuit’s decision, this court issued a scheduling order that set out the deadlines by which the parties could conduct discovery in the case and by which dispositive motions would be submitted to the court. Accordingly, the parties submitted cross-motions for summary judgment on August 31, 2009. (Docket # 134; # 141). Given the facts, the court now proceeds to address the merits of the parties’ cross-motions for summary judgment.

DISCUSSION

Summary judgment is appropriate where the evidence “shows that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c); Wis. Alumni Research Found, v. Xenon Pharms., Inc., 591 F.3d 876, 882 (7th Cir. 2010). A genuine issue of material fact exists when a reasonable jury could find in favor of the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). On review of cross-motions for summary judgment, a court must view all facts and inferences in the light most favorable to the nonmoving party on each motion. Wis. Alumni Research Found., 591 F.3d at 882; see also Foskett v. Great Wolf Resorts, Inc., 518 F.3d 518, 522 (7th Cir.2008) (holding that a court deciding cross-motions for summary judgment must “construe all facts and inferences therefrom in favor of the party against whom the motion under consideration is made.”) The court keeps these standards in mind throughout this order in reviewing the different claims brought by Manitou.

Manitou’s complaint claims thirteen separate bases for relief: (1) Violations of the Wisconsin Fair Dealership Law (WFDL); (2) Breaches of Contract; (3) Tortious Interference with Prospective Economic Advantage; (4) Economic Coercion; (5) Tortious Interference with Fiduciary Duties; (6) Conspiracy to Violate the WFDL; (7) Conspiracy to Tortiously Interfere with Prospective Economic Advantage; (8) Conspiracy to Economically Coerce; (9) Conspiracy to Tortiously Interfere with Fiduciary Duties; (10) Injury to Business and Restraint of Will; (11) Breaches of Charter Renewal Procedures; (12) Breaches of Jurisdictional Change Procedures; and (13) Breach of Fiduciary Duty. (Docket # 130). GSUSA has moved this court for “an order granting summary judgment in its favor with respect to all causes of action asserted against it in plaintiffs second amended complaint.” (Docket # 134) (emphasis added). Manitou, on the other hand, has only moved for “partial summary judgment, on liability only, at Counts I ... [and] Count 2,” the WFDL and breach of contract claim. (Docket # 141). Given the motions before the court, the court will discuss the respective claims in order, determining whether either party has met their respective burdens in showing they are entitled to judgment as a matter of law.

A. Wisconsin Fair Dealership Law Claim

In 1974, the Wisconsin legislature enacted the WFDL in order “to protect dealers against unfair treatment by grantors.” Eisencorp, Inc. v. Rocky Mountain Radar, Inc., 398 F.3d 962, 965 (7th Cir.2005). In relevant part, the WFDL states that “no grantor, directly or through any officer, agent or employee, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a dealership agreement without good cause.” Wis. Stat. § 135.03. The plaintiff contends that GSUSA’s attempt to eliminate sixty percent of Manitou’s jurisdiction, prevented only by the preliminary injunction, would have “terminated, canceled, failed to renew, or substantially changed the competitive circumstances” of the dealership agreement between the two parties and that GSUSA did not have good cause for its actions. (Pi’s Br. 13). The defendant, noting the Seventh Circuit’s earlier opinion in this case, Manitou, 549 F.3d at 1094 (“Manitou is a “dealer” with the meaning of the term as defined by the WFDL”), has elected to not reargue the issue of whether the WFDL is relevant to the facts of this case. Instead, GSUSA, provides two reasons for why the defendant’s actions with respect to their realignment efforts with Manitou did not run afoul of Wis. Stat. § 135.03’s command.

1. Super Valu Stores Argument

With respect to the WFDL claim, GSU-SA first argues, relying on a line of cases stemming from Super Valu Stores, Inc. v. D-Mart Food Stores, Inc., 146 Wis.2d 568, 577, 431 N.W.2d 721 (Ct.App.1988), that the parties’ “dealership agreement permits GSUSA to adjust Manitou’s jurisdiction.” (Def.’s Br. 25). A brief discussion of Super Valu Stores is warranted.

In Super Valu Stores, the defendant owned a grocery store in Wisconsin Rapids, Wisconsin, under a nonexclusive “retail sales agreement with the plaintiff, Super Valu Stores, a nationwide grocery wholesaler.” Super Valu Stores, 146 Wis.2d at 570, 431 N.W.2d 721. The plaintiff sued the owner of the grocery store for failing to pay for merchandise and services supplied to the store under the agreement. Id. The defendant counterclaimed, arguing, in part, that Super Valu, by planning to open another store in Wisconsin Rapids, “substantially changed the competitive circumstances of the dealership agreement” between the two parties, violating Wis. Stat. § 135.03 of the WFDL. Id. at 575, 431 N.W.2d 721. The Wisconsin appellate court disagreed, finding that the plaintiff awarding a dealership to a third party in Wisconsin Rapids did not amount to a “substantial change of the competitive circumstances of a dealership agreement.” Id. at 574, 431 N.W.2d 721. The Super Valu Stores court gave two primary reasons for finding that the grantor had not committed a violation of § 135.03. First, the court noted that the actions taken by Super Valu were not so serious as to amount to a “de facto termination of the agreement,” as the grantor continued to treat the grocery store as a “dealer in all respects until [the plaintiff] closed the store.” Id. at 576, 431 N.W.2d 721 (“Super Valu did not change the credit or any other terms of its agreement ... nor did it withdraw any product lines or take any other action amounting to a defacto termination of the agreement.”) The court gave as its second and “more important” reason for its decision the fact that “the retail sales agreement was nonexclusive.” Id. For the court of appeals, Super Valu Stores was true to what it stated in its agreement with the dealer — that it was authorized to “franchise other stores whenever and wherever it wish[ed].” Id. In cryptic language, the Super Valu Stores court concluded that “compliance with the express terms of the dealership agreement cannot, under the circumstances of this case, give rise to a violation of sec. 135.03.” Id. at 577, 431 N.W.2d 721.

It is the latter statement from Super Valu Stores that GSUSA uses to argue that whenever a dealer takes action that is permitted by the dealership agreement, the dealer is not substantially changing the competitive circumstance of the agreement and is not violating § 135.03. To a limited extent, the logic of the principle espoused by GSUSA is textually consistent with the language of the WFDL: § 135.03 prohibits a grantor from substantially changing “the competitive circumstances of a dealership agreement without good cause.” (emphasis added). The inclusion of the phrase “dealership agreement” in the statute implies that a mere substantial change in the competitive circumstances in which the dealership exists effectuated by the grantor is not enough to violate the WFDL; instead a grantor must substantially change the competitive circumstances as envisioned by the dealership agreement. Therefore, if the dealership agreement contemplates that the grantor can, for example, raise the prices the grantor charges the dealer for the grantor’s products, or alter the credit line provided to the dealer, the dealer cannot complain that the grantor has substantially changed the competitive circumstances of the dealership agreement when and if the grantor takes actions envisioned by that agreement. See Michael A. Bowen and Brian E. Butler, The Wisconsin Fair Dealership Law § 7.14 (3rd ed. 2003). GSUSA expands on this logic, arguing that the grantor does not violate Wis. Stat. § 135.03’s “substantial change” clause as long as the grantor is exercising a right that either: (1) the dealer had the foresight to explicitly place in the dealership agreement; or (2) was implicit based on documents incorporated by reference into the agreement, written and oral statements of the parties at the time of execution, or the parties’ course of performance. Ultimately, the defendant argues that the dealership agreement between the Girl Scouts and Manitou both explicitly and implicitly allowed the defendant to transfer part of the jurisdiction of the plaintiff to another council.

However, carried to its logical conclusion, GSUSA’s principle has far reaching and potentially worrisome implications. If the plaintiffs assertion of the holding of Super Valu Stores is correct, there is seemingly nothing to prevent grantors from effectively gutting the substantial change provision of Wis. Stat. § 135.03 by reserving to themselves, either explicitly or implicitly, the right to alter any term of the dealership agreement. See Bowen and Butler, The Wisconsin Fair Dealership Law § 7.14. Such an interpretation of Super Valu Stores is particularly troubling given the WFDL’s espoused purpose, codified in § 135.025(2)(b), “[t]o protect dealers against unfair treatment by grantors, who inherently have superior economic power and superior bargaining power in the negotiation of dealerships.” Given the “superior bargaining power” of dealers in negotiating the terms of a dealership agreement, if Super Valu Stores truly held that whenever the dealer takes an action explicitly or implicitly allowed by the dealership agreement there can never be a violation of the WFDL, the WFDL’s substantial change clause is left in shambles. As such, GSUSA’s interpretation of Super Valu Stores and Wis. Stat. § 135.03 is not one that this court is eager to endorse. Wenke v. Gehl Co., 2004 WI 103, ¶ 32, 274 Wis.2d 220, 682 N.W.2d 405 (2004) (“A cardinal rule in interpreting statutes is to favor a construction that will fulfill the purpose of the statute.”) Moreover, the court notes that the WFDL prohibits the terms of the statute from being “varied by contract or agreement,” and that “any contract or agreement purporting to do so is void.” Wis. Stat. § 135.025(3). The plain language of the statute hints at discouraging this court from applying a broad reading to the holding of Super Valu Stores,

The court is mindful, however, that, as a federal tribunal exercising diversity jurisdiction, this court must look to courts of the state of Wisconsin for guidance in determining the meaning of Wis. Stat. § 135.03, including the decisions of Wisconsin’s intermediate courts when the state supreme court has not ruled on an issue. Clarin Corp. v. Massachusetts Gen. Life Ins. Co., 44 F.3d 471, 474 (7th Cir. 1994). In this case, the last “on point” Wisconsin case regarding the contours of the “substantial change” provision of § 135.03 was Super Valu Stores and this court is obliged to follow the holding of that case. If GSUSA’s interpretation of Super Valu Stores is the only possible interpretation of that case, the court will apply GSUSA’s view on the law. Having said that, the court is unpersuaded that GSUSA’s interpretation of the scope of Super Valu Stores is correct. GSUSA’s proposed principle of law, while true under the facts of Super Valu Stores or perhaps when the dealer makes other changes contemplated by the dealership contract, must have a logical stopping point or else the protections afforded by the substantial change provision of the WFDL would be devoid of meaning. Indeed, the Super Valu Stores decision does provide the logical stopping point to the “whatever is in the dealership agreement is not a substantial change” rule. Compliance with the express terms of the dealership agreement cannot give rise to a violation of § 135.03 unless the dealer has “taken action amounting to a de facto termination of the agreement.” Super Valu Stores, 146 Wis.2d at 576, 431 N.W.2d 721 (holding that a violation of the WFDL did not occur, because, in part, Super Valu Stores did not take action, such as changing the credit or “any other terms of its agreement” with the dealer). Such a reading of Super Valu Stores comports with the Seventh Circuit’s interpretation of the “substantial change” clause in § 135.03: “the Wisconsin Fair Dealership Law makes ... explicit” through the “provision about not ‘substantially changing] the competitive circumstances of the dealership [agreement]’ ” that the dealer cannot “constructively terminate” the dealership. Remus v. Amoco Oil Co., 794 F.2d 1238, 1240 (7th Cir.1986); see also East Bay Running Store, Inc. v. NIKE, Inc., 890 F.2d 996, 1000 n. 6 (7th Cir.1989). Ultimately, the “grantor may not make changes so extensive and onerous that they amount to a de facto termination of the dealership.” Bowen and Butler, The Wisconsin Fair Dealership Law § 7.14; see also Van v. Mobil Oil Corp., 515 F.Supp. 487, 490 (E.D.Wis.1981) (“At the outset, the Court rejects defendant’s contention that, as a matter of law, the change in credit terms did not constitute a change in plaintiffs competitive circumstances ... [although the change may have amounted to nothing more than the adoption of a prudent business practice to defendant, to plaintiff it constituted a barrier which had to be overcome before he could continue operating his franchise”); JPM, Inc. v. John Deere Indus. Equip. Co., 934 F.Supp. 1043, 1045 (W-D.Wis.1995) (“Wisconsin courts acknowledge that the protections of Wis. Stat. § 135.03 extend to “constructive” or “de facto” termination, where a formal dealership contract continues in force although the relationship has effectively ended in practice.”)

GSUSA argues that Super Valu Stores “is clear that the WFDL’s language requires deference to the parties’ dealership agreement.” (Defs Br. 33). However, Super Valu Stores contemplated a limit on the principle GSUSA espouses, namely that when an action, even one contemplated by the dealership agreement, becomes so egregious as to amount to “constructive termination” of the dealership that § 135.03 is violated. Super Valu Stores, 146 Wis.2d at 576, 431 N.W.2d 721. The court’s interpretation is in line with the espoused purpose of the WFDL, § 135.025(2)(b), and the WFDL’s instruction to “liberally construe” and apply its terms to promote its underlying remedial purposes and policies. § 135.025(1). The court’s interpretation of § 135.03 does not “completely rewrite,” (Def.’s Br. 33), the statute; instead it preserves its essential meaning and provides for a balanced and moderate approach toward interpreting the WFDL’s “substantial cause” language.

Given the state of the law, the court need not inquire into whether the dealership agreement between GSUSA and Manitou allowed the defendant to eliminate part of Manitou’s jurisdiction because of the realignment plan, at least for the purposes of the WFDL claim. Even if the dealership agreement explicitly allowed GSUSA to take away much of Manitou’s territory, if the court can conclude that the undisputed facts show that the defendant’s actions amounted to a “constructive termination” of the dealership agreement with Manitou, putting to the side the “good cause” standard, the terms of § 135.03 have been violated as a matter of law. “Constructive termination” of a dealership agreement can occur when the grantor takes actions that amount to an “effective end to the commercially meaningful aspects of the [dealership] relationship,” regardless of whether the formal contractual relationship between the parties continues in force. Techmaster, Inc. v. Compact Automation Prods., LLC, 462 F.Supp.2d 932, 940 (W.D.Wis.2006) (internal citations omitted); see also Remus, 794 F.2d. at 1241 (holding that a constructive termination of a dealership agreement occurs when a grantor makes the dealer’s “competitive circumstances so desperate that a dealer ‘voluntarily’ gives up the franchise.”). Moreover, courts have found that a de facto termination can occur even when a grantor takes actions that merely have a “serious effect on a dealer’s ability to continue” in its current market. Wis. Compressed Air Corp. v. Gardner Denver, Inc., 571 F.Supp.2d 992, 1002 (W.D.Wis. 2008).

Here, the undisputed facts demonstrate that a “constructive termination” of the dealership agreement would have occurred in this case but for the injunction imposed by the Seventh Circuit. The mandate by the GSUSA for Manitou to transfer its northern territories to the Northwestern Great Lakes Council would have had a devastating impact on the dealer. The merger would have reduced three-quarters of Manitou’s girl membership, and, with that, presumably a significant portion of Manitou’s revenues. The merger would have also reduced the number of volunteers in Manitou’s territory by more than seventy percent. The merger would have limited the amount of revenues Manitou took in from donations, as the merger would have left Manitou as a shell of its former self. In sum, the undisputed facts indicate that GSUSA’s actions would have resulted in a “substantial change in the competitive circumstances of the dealership agreement” between the parties but for the injunction. GSUSA’s Super Valu Stores argument is not a reason to either grant the defendant’s summary judgment or deny the plaintiffs motion for summary judgment on the WFDL claim.

2. Good Cause

GSUSA argues, in the alternative, that it is entitled to summary judgment on Manitou’s WFDL claims “because [GSUSA] had ‘good cause’ for the transfer [of Manitou’s jurisdiction] in order to implement its nation