 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being done in connection with this case, at the time the opinion is issued.
The syllabus constitutes no part of the opinion of the Court but has been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

          Syllabus

WISCONSIN DEPARTMENT OF REVENUE v.
       WILLIAM WRIGLEY, JR., CO.
certiorari to the supreme court of wisconsin
No. 91-119.   Argued January 22, 1992"Decided June 19, 1992

During 1973-1978, respondent chewing gum manufacturer, which is
based in Chicago, sold its products in Wisconsin through a sales force
consisting of a regional manager and various ``field'' representatives,
all of whom engaged in various activities in addition to requesting
orders from customers.  Wisconsin orders were sent to Chicago for
acceptance, and were filled by shipment through common carrier from
outside the State.  In 1980, petitioner Wisconsin Department of
Revenue concluded that respondent's in-state business activities
during the years in question had been sufficient to support imposition
of a franchise tax.  Respondent objected to the assessment of that
tax, maintaining that it was immune under 15 U.S.C. 381(a),
which prohibits a State from taxing the income of a corporation
whose only business activities within the State consist of ``solicitation
of orders'' for tangible goods, provided that the orders are sent
outside the State for approval and the goods are delivered from out-
of-state.  Ultimately, the State Supreme Court disallowed the imposi-
tion of the tax.
Held:Respondent's activities in Wisconsin fell outside the protection of
381(a).  Pp.4-20.
(a)In addition to any speech or conduct that explicitly or implicitly
proposes a sale, ``solicitation of orders'' as used in 381(a) covers
those activities that are entirely ancillary to requests for purchas-
es"those that serve no independent business function apart from
their connection to the soliciting of orders.  The statutory phrase
should not be interpreted narrowly to cover only actual requests for
purchases or the actions that are absolutely essential to making those
requests, but includes the entire process associated with inviting an
order.  Thus, providing a car and a stock of free samples to salesmen
is part of the ``solicitation of orders,'' because the only reason to do
it is to facilitate requests for purchases.  On the other hand, the
statutory phrase should not be interpreted broadly to include all
activities that are routinely, or even closely, associated with solicita-
tion or customarily performed by salesmen.  Those activities that the
company would have reason to engage in anyway but chooses to
allocate to its in-state sales force are not covered.  For example,
employing salesmen to repair or service the company's products is not
part of the ``solicitation of orders,'' since there is good reason to get
that done whether or not the company has a sales force.  Pp.8-16.
(b)There is a de minimis exception to the activities that forfeit
381 immunity.  Whether a particular activity is sufficiently de
minimis to avoid loss of 381 immunity depends upon whether that
activity establishes a nontrivial additional connection with the taxing
State.  Pp.16-17.
(c)Respondent's Wisconsin business activities were not limited to
those specified in 381.  Although the regional manager's recruit-
ment, training, and evaluation of employees and intervention in
credit disputes, as well as the company's use of hotels and homes for
sales-related meetings, must be viewed as ancillary to requesting
purchases, the sales representatives' practices of replacing retailers'
stale gum without cost, of occasionally using ``agency stock checks''
to sell gum to retailers who had agreed to install new display racks,
and of storing gum for these purposes at home or in rented space
cannot be so viewed, since those activities constituted independent
business functions quite separate from the requesting of orders and
respondent had a business purpose for engaging in them whether or
not it employed a sales force.  Moreover, the nonimmune activities,
when considered together, are not de minimis.  While their relative
magnitude was not large compared to respondent's other Wisconsin
operations, they constituted a nontrivial additional connection with
the State.  Pp.17-20.
160 Wis.2d 53, 465 N.W.2d 800, reversed and remanded.

Scalia, J., delivered the opinion of the Court, in which White,
Stevens, Souter, and Thomas, JJ., joined, and in Parts I and II of
which O'Connor, J., joined.  O'Connor, J., filed an opinion concurring
in part and concurring in the judgment.  Kennedy, J., filed a dissent-
ing opinion, in which Rehnquist, C. J., and Blackmun, J., joined.



NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES--------
            No. 91-119
             --------
 WISCONSIN DEPARTMENT OF REVENUE,
       PETITIONER v. WILLIAM WRIGLEY,
                  Jr., CO.
 on writ of certiorari to the supreme court
                of wisconsin
               [June 19, 1992]

  Justice Scalia delivered the opinion of the Court.
  Section 101(a) of Public Law 86-272, 73 Stat. 555 (1959),
15 U. S. C. 381, prohibits a State from taxing the income
of a corporation whose only business activities within the
State consist of  solicitation of orders for tangible goods,
provided that the orders are sent outside the State for
approval and the goods are delivered from out-of-state.  The
issue in this case is whether respondent's activities in
Wisconsin fell outside the protection of this provision.
                      I
  Respondent William Wrigley, Jr., Co. is the world's
largest manufacturer of chewing gum.  Based in Chicago, it
sells gum nationwide through a marketing system that
divides the country into districts, regions, and territories.
During the relevant period (1973-1978), the Midwestern
district included a Milwaukee region, covering most of
Wisconsin and parts of other States, which was subdivided
into several geographic territories.
  The district manager for the Midwestern district had his
residence and company office in Illinois, and visited
Wisconsin only six to nine days each year, usually for a
sales meeting or to call on a particularly important account.
The regional manager of the Milwaukee region resided in
Wisconsin, but Wrigley did not provide him with a company
office.  He had general responsibility for sales activities in
the region, and would typically spend 80-95% of his time
working with the sales representatives in the field or
contacting certain  key accounts.  The remainder of his
time was devoted to administrative activities, including
writing and reviewing company reports, recruiting new
sales representatives, making recommendations to the
district manager concerning the hiring, firing, and compen-
sation of sales representatives, and evaluating their
performance.  He would preside at full-day sales strategy
meetings for all regional sales representatives once or twice
a year.  The manager from 1973 to 1976, John Kroyer,
generally held these meetings in the  office he maintained
in the basement of his home, whereas his successor, Gary
Hecht, usually held them at a hotel or motel.  (Kroyer
claimed income tax deductions for this office, but Wrigley
did not reimburse him for it, though it provided a filing
cabinet.)  Mr. Kroyer also intervened two or three times a
year to help arrange a solution to credit disputes between
the Chicago office and important local accounts.  Mr. Hecht
testified that he never engaged in such activities, although
Wrigley's formal position description for regional sales
manager continued to list as one of the assigned duties
 [r]epresent[ing] the company on credit problems as
necessary.
  The sales or  field representatives in the Milwaukee
region, each of whom was assigned his own territory,
resided in Wisconsin.  They were provided with company
cars, but not with offices.  They were also furnished a stock
of gum (with an average wholesale value of about $1000),
a supply of display racks, and promotional literature.
These materials were kept at home, except that one
salesman, whose apartment was too small, rented storage
space at about $25 per month, for which he was reimbursed
by Wrigley.
      On a typical day, the sales representative would load up
the company car with a supply of display racks and several
cases of gum, and would visit accounts within his territory.
In addition to handing out promotional materials and free
samples, and directly requesting orders of Wrigley products,
he would engage in a number of other activities which
Wrigley asserts were designed to promote sales of its
products.  He would, for example, provide free display racks
to retailers (perhaps several on any given day), and would
seek to have these new racks, as well as pre-existing ones,
prominently located.  The new racks were usually filled
from the retailer's existing stock of Wrigley gum, but it
would sometimes happen"perhaps once a month"that the
retailer had no Wrigley products on hand and did not want
to wait until they could be ordered from the wholesaler.  In
that event, the rack would be filled from the stock of gum
in the salesman's car.  This gum, which would have a retail
value of $15 to $20, was not provided without charge.  The
representative would issue an  agency stock check to the
retailer, indicating the quantity supplied; he would send a
copy of this to the Chicago office or to the wholesaler, and
the retailer would ultimately be billed (by the wholesaler)
in the proper amount.
  When visiting a retail account, Wrigley's sales representa-
tive would also check the retailer's stock of gum for fresh-
ness, and would replace stale gum at no cost to the retailer.
This was a regular part of a representative's duties, and at
any given time up to 40% of the stock of gum in his
possession would be stale gum that had been removed from
retail stores.  After accumulating a sufficient amount of
stale product, the representative either would ship it back
to Wrigley's Chicago office or would dispose of it at a local
Wisconsin landfill.
  Wrigley did not own or lease real property in Wisconsin,
did not operate any manufacturing, training, or warehouse
facility, and did not have a telephone listing or bank
account.  All Wisconsin orders were sent to Chicago for
acceptance, and were filled by shipment through common
carrier from outside the State.  Credit and collection
activities were similarly handled by the Chicago office.
Although Wrigley engaged in print, radio, and television
advertising in Wisconsin, the purchase and placement of
that advertising was managed by an independent advertis-
ing agency located in Chicago.
  Wrigley had never filed tax returns or paid taxes in
Wisconsin; indeed, it was not licensed to do business in that
State.  In 1980, petitioner Wisconsin Department of Rev-
enue concluded that the company's in-state business activ-
ities during the years 1973-1978 had been sufficient to
support imposition of a franchise tax, and issued a tax
assessment on a percentage of the company's apportionable
income for those years.  Wrigley objected to the assessment,
maintaining that its Wisconsin activities were limited to
 solicitation of orders within the meaning of 15 U. S. C.
381, and that it was therefore immune from Wisconsin
franchise taxes.  After an evidentiary hearing, the Wiscon-
sin Tax Appeals Commission unanimously upheld the
imposition of the tax.  CCH Wis. Tax Rptr. 202-792
(1986).  It later reaffirmed this decision, with one commis-
sioner dissenting, after the County Circuit Court vacated
the original order on procedural grounds.  CCH Wis. Tax.
Rptr. 202-926 (1987).  The County Circuit Court then
reversed on the merits, CCH Wis. Tax Rptr.  203-000
(1988), but that decision was in turn reversed by the
Wisconsin Court of Appeals, with one judge dissenting.  153
Wis. 2d 559, 451 N. W. 2d 444 (1989).  The Wisconsin
Supreme Court, in a unanimous opinion, reversed yet once
again, thus finally disallowing the Wisconsin tax.  160
Wis. 2d 53, 465 N. W. 2d 800 (1991).  We granted the
State's petition for certiorari, 502 U. S. ___ (1991).
                     II
  In Northwestern States Portland Cement Co. v. Minneso-
ta, 358 U. S. 450, 454 (1959), we considered Minnesota's
imposition of a properly apportioned tax on the net income
of an Iowa cement corporation whose  activities in Minneso-
ta consisted of a regular and systematic course of solicita-
tion of orders for the sale of its products, each order being
subject to acceptance, filling and delivery by it from its
plant [in Iowa].  The company's salesmen, operating out of
a three-room office in Minneapolis rented by their employer,
solicited purchases by cement dealers and by customers of
cement dealers.  They also received complaints about goods
that had been lost or damaged in shipment, and forwarded
these back to Iowa for further instructions.  Id., at 454-455.
The cement company's contacts with Minnesota were
otherwise very limited; it had no bank account, real
property, or warehoused merchandise in the State.  We
nonetheless rejected Commerce Clause and due process
challenges to the tax:
 We conclude that net income from the interstate
operations of a foreign corporation may be subjected to
state taxation provided the levy is not discriminatory
and is properly apportioned to local activities within
the taxing State forming sufficient nexus to support the
same.  Id., at 452.
The opinion in Northwestern States was handed down in
February 1959.  Less than a week later, we granted a
motion to dismiss (apparently on mootness grounds) the
appeal of a Louisiana Supreme Court decision that had
rejected due process and Commerce Clause challenges to
the imposition of state net-income taxes based on local
solicitation of orders that were sent out-of-state for approval
and shipping.  Brown-Forman Distillers Corp. v. Collector
of Revenue, 234 La. 651, 101 So. 2d 70 (1958), appeal
dism'd, 359 U. S. 28 (1959).  That decision was particularly
significant because, unlike the Iowa cement company in
Northwestern States, the Kentucky liquor company in
Brown-Forman did not lease (or own) any real estate in the
taxing state.  Rather, its activities were limited to
 the presence of `missionary men' who call upon whole-
sale dealers [in Louisiana] and who, on occasion,
accompany the salesmen of these wholesalers to assist
them in obtaining a suitable display of appellant's
merchandise at the business establishments of said
retailers . . . .  234 La., at 653-654, 101 So. 2d, at 70.
Two months later, we denied certiorari in another Louisi-
ana case upholding the imposition of state tax on the
income of an out-of-state corporation that neither leased nor
owned real property in Louisiana and whose only activities
in that State  consist[ed] of the regular and systematic
solicitation of orders for its product by fifteen salesmen.
International Shoe Co. v. Fontenot, 236 La. 279, 280, 107
So. 2d 640, 640 (1958), cert. denied, 359 U. S. 984 (1959).
  Although our refusals to disturb the Louisiana Supreme
Court's decisions in Brown-Forman and International Shoe
did not themselves have any legal significance, see
Hopfmann v. Connolly, 471 U. S. 459, 460-461 (1985);
United States v. Carver, 260 U. S. 482, 490 (1923), our
actions in those cases raised concerns that the broad
language of Northwestern States might ultimately be read
to suggest that a company whose only contacts with a State
consisted of sending  drummers or salesmen into that
State could lawfully be subjected to (properly apportioned)
income taxation based on the interstate sales those repre-
sentatives generated.  In Heublein, Inc. v. South Carolina
Tax Comm'n, 409 U. S. 275 (1972), we reviewed the history
of 381 and noted that the complaints of the business
community over the uncertainty created by these cases were
the driving force behind the enactment of 381:
 `Persons engaged in interstate commerce are in doubt
as to the amount of local activities within a State that
will be regarded as forming a sufficient . . . connectio[n]
with the State to support the imposition of a tax on net
income from interstate operations and `properly appor-
tioned' to the State.'  Id., at 280 (quoting S. Rep. No.
658, 86th Cong., 1st Sess., p. 2-3 (1959)).
Within months after our actions in these three cases,
Congress responded to the concerns that had been ex-
pressed by enacting Public Law 86-272, which established
what the relevant section heading referred to as a  mini-
mum standard for imposition of a state net-income tax
based on solicitation of interstate sales:
      No State . . . shall have power to impose, for any
taxable year . . ., a net income tax on the income
derived within such State by any person from inter-
state commerce if the only business activities within
such State by or on behalf of such person during such
taxable year are either, or both, of the following:
          (1) the solicitation of orders by such person, or
    his representative, in such State for sales of
    tangible personal property, which orders are sent
    outside the State for approval or rejection, and, if
    approved, are filled by shipment or delivery from
    a point outside the State; and
          (2) the solicitation of orders by such person, or
    his representative, in such State in the name of or
    for the benefit of a prospective customer of such
    person, if orders by such customer to such person
    to enable such customer to fill orders resulting
    from such solicitation are orders described in
    paragraph (1).
  73 Stat. 555, 15 U. S. C. 381(a).
      Although we have stated that 381 was  designed to
define clearly a lower limit for the exercise of state taxing
power, and that  Congress' primary goal was to provide
 [c]larity that would remove [the] uncertainty created by
Northwestern States, see Heublein, supra, at 280, experience
has proved 381's  minimum standard to be somewhat less
than entirely clear.  The primary sources of confusion, in
this case as in others, have been two questions: (1) what is
the scope of the crucial term  solicitation of orders; and
(2) whether there is a de minimis exception to the activity
(beyond  solicitation of orders) that forfeits 381 immunity.
We address these issues in turn.
                      A
  Section 381(a)(1) confers immunity from state income
taxes on any company whose  only business activities in
that State consist of  solicitation of orders for interstate
sales.   Solicitation, commonly understood, means  [a]sk-
ing for, or  enticing to, something, see Black's Law
Dictionary 1393 (6th ed. 1990); Webster's Third New
International Dictionary 2169 (1981) ( solicit means  to
approach with a request or plea (as in selling or begging)).
We think it evident that in this statute the term includes,
not just explicit verbal requests for orders, but also any
speech or conduct that implicitly invites an order.  Thus, for
example, a salesman who extols the virtues of his com-
pany's product to the retailer of a competitive brand is
engaged in  solicitation even if he does not come right out
and ask the retailer to buy some.  The key question in this
case is whether, and to what extent,  solicitation of orders
covers activities that neither explicitly nor implicitly
propose a sale.
  In seeking the answer to that question, we reject the
proposition put forward by Wisconsin and its amici that we
must construe 381 narrowly because we said in Heublein
that  `unless Congress conveys its purpose clearly, it will
not be deemed to have significantly changed the Federal-
State balance,' 409 U. S., at 281-282 (citation omitted).
That principle"which we applied in Heublein to reject a
suggested inference from 381 that States cannot regulate
solicitation in a manner that might cause an out-of-state
company to forfeit its tax immunity"has no application in
the present case.  Because 381 unquestionably does limit
the power of States to tax companies whose only in-state
activity is  the solicitation of orders, our task is simply to
ascertain the fair meaning of that term.  FMC Corp. v.
Holliday, 498 U. S. ___, ___ (1990) (slip op., at 3-4).
  Wisconsin views some courts as having adopted the
position that an out-of-state company forfeits its 381
immunity if it engages in  any activity other than request-
ing the customer to purchase the product.  Brief for
Petitioner 21; see also id., at 19, n. 8 (citing Hervey v. AMF
Beaird, Inc., 250 Ark. 147, 464 S. W. 2d 557 (1971); Clairol,
Inc. v. Kingsley, 109 N. J. Super. 22, 262 A. 2d 213, aff'd, 57
N. J. 199, 270 A. 2d 702 (1970), appeal dism'd, 402 U. S.
902 (1971)).  Arguably supporting this interpretation is
subsection (c) of 381, which expands the immunity of
subsection (a) when the out-of-state seller does its market-
ing though independent contractors, to include not only
solicitation of orders for sales, but also actual sales, and in
addition  the maintenance . . . of an office . . . by one or
more independent contractors whose activities . . . consist
solely of making sales, or soliciting orders for sales . . . .
The plain implication of this is that without that separate
indulgence the maintenance of an office for the exclusive
purpose of conducting the exempted solicitation and sales
would have provided a basis for taxation"i.e., that the
phrase  solicitation of orders does not embrace the mainte-
nance of an office for the exclusive purpose of soliciting
orders.  Of course the phrase  solicitation of orders ought
to be accorded a consistent meaning within the section, see
Sorenson v. Secretary of the Treasury, 475 U. S. 851, 860
(1986), and if it does not embrace maintaining an office for
soliciting in subsection (c), it does not do so in subsection (a)
either.  One might argue that the necessity of special
permission for an office establishes that the phrase  solici-
tation of orders covers only the actual requests for pur-
chases or, at most, the actions absolutely essential to
making those requests.
  We think, however, that would be an unreasonable
reading of the text.  That the statutory phrase uses the
term  solicitation in a more general sense that includes not
merely the ultimate act of inviting an order but the entire
process associated with the invitation, is suggested by the
fact that 381 describes  the solicitation of orders as a
subcategory, not of in-state acts, but rather of in-state
 business activities"a term that more naturally connotes
courses of conduct.  See Webster's Third New International
Dictionary 22 (1981) (defining  activity as  an occupation,
pursuit, or recreation in which a person is active"often
used in pl. <business activities>).  Moreover, limiting
 solicitation of orders to actual requests for purchases
would reduce 381(a)(1) to a nullity.  (It is obviously
impossible to make a request without some accompanying
action, such as placing a phone call or driving a car to the
customer's location.)  And limiting it to acts  essential for
making requests would engender endless uncertainty,
contrary to the whole purpose of the statute.  (Is it
 essential to use a company car, or to take a taxi, in order
to conduct in-person solicitation?  For that matter, is it
 essential to solicit in person?)  It seems to us evident that
 solicitation of orders embraces request-related activity
that is not even, strictly speaking, essential, or else it would
not cover salesmen's driving on the State's roads, spending
the night in the State's hotels, or displaying within the
State samples of their product.  We hardly think the statute
had in mind only day-trips into the taxing jurisdiction by
empty-handed drummers on foot.  See United States
Tobacco Co. v. Commonwealth, 478 Pa. 125, 140, 386 A. 2d
471, 478 ( Congress could hardly have intended to exempt
only walking solicitors), cert. denied, 439 U. S. 880 (1978).
And finally, this extremely narrow interpretation of
 solicitation would cause 381 to leave virtually unchanged
the law that existed before its enactment.  Both Brown-
Forman (where the salesman assisted wholesalers in
obtaining suitable displays for whiskey at retail stores) and
International Shoe (where hotel rooms were used to display
shoes) would be decided as they were before, upholding the
taxation.
  At the other extreme, Wrigley urges that we adopt a
broad interpretation of  solicitation which it describes as
having been adopted by the Wisconsin Supreme Court
based on that court's reading of cases in Pennsylvania and
New York, see 160 Wis. 2d, at 82, 465 N. W. 2d, at 811-812
(citing United States Tobacco Co. v. Commonwealth, supra;
Gillette Co. v. State Tax Comm'n, 56 App. Div. 2d 475, 393
N. Y. S. 2d 186 (1977), aff'd, 45 N. Y. 2d 846, 382 N. E. 2d
764 (1978)).  See also Indiana Dept. of Revenue v. Kimberly-
Clark Corp., 275 Ind. 378, 384, 416 N. E. 2d 1264, 1268
(1981).  According to Wrigley, this would treat as  solicita-
tion of orders any activities that are  ordinary and neces-
sary `business activities' accompanying the solicitation
process or are  routinely associated with deploying a sales
force to conduct the solicitation, so long as there is no office,
plant, warehouse or inventory in the State.  Brief for
Respondent 9, 19-20; see also J. Hellerstein, State Taxation
6.11[2], p. 245 (1983) ( solicitation ought to be held to
embrace other normal incidents of activities of salesmen or
the  customary functions of sales representatives of out-of-
state merchants).  We reject this  routinely-associated-
with-solicitation or  customarily-performed-by-salesmen
approach, since it converts a standard embracing only a
particular activity ( solicitation) into a standard embracing
all activities routinely conducted by those who engage in
that particular activity ( salesmen).  If, moreover, the
approach were to be applied (as respondent apparently
intends) on an industry-by-industry basis, it would render
the limitations of 381(a) toothless, permitting  solicitation
of orders to be whatever a particular industry wants its
salesmen to do.
      In any case, we do not regard respondent's proposed
approach to be an accurate characterization of the Wiscon-
sin Supreme Court's opinion.  The Wisconsin court con-
strued  solicitation of orders to reach only those activities
that are  closely associated with solicitation, industry
practice being only one factor to be considered in judging
the  close[ness] of the connection between the challenged
activity and the actual requests for orders.  160 Wis. 2d, at
82, 465 N. W. 2d, at 811-812.  The problem with that
standard, it seems to us, is that it merely reformulates
rather than answers the crucial question.   What consti-
tutes the `solicitation of orders'? becomes  What is `closely
related' to a solicitation request?  This fails to provide the
 [c]larity that would remove uncertainty which we identi-
fied as the primary goal of 381.  Heublein, 409 U. S.,
at 280.
  We proceed, therefore, to describe what we think the
proper standard to be.  Once it is acknowledged, as we have
concluded it must be, that  solicitation of orders covers
more than what is strictly essential to making requests for
purchases, the next (and perhaps the only other) clear line
is the one between those activities that are entirely ancil-
lary to requests for purchases"those that serve no inde-
pendent business function apart from their connection to
the soliciting of orders"and those activities that the
company would have reason to engage in anyway but
chooses to allocate to its in-state sales force.  Cf. National
Tires, Inc. v. Lindley, 68 Ohio App. 2d 71, 78-79, 426
N. E. 2d 793, 798 (1980) (company's activities went beyond
solicitation to  functions more commonly related to main-
taining an on-going business).  Providing a car and a stock
of free samples to salesmen is part of the  solicitation of
orders, because the only reason to do it is to facilitate
requests for purchases.  Contrariwise, employing salesmen
to repair or service the company's products is not part of
the  solicitation of orders, since there is good reason to get
that done whether or not the company has a sales force.
Repair and servicing may help to increase purchases; but it
is not ancillary to requesting purchases, and cannot be
converted into  solicitation by merely being assigned to
salesmen.  See, e.g., Herff Jones Co. v. State Tax Comm'n,
247 Ore. 404, 412, 430 P. 2d 998, 1001-1002 (1967)
(no 381 immunity for sales representatives' collection
activities).
  As we have discussed earlier, the text of the statute (the
 office exception in subsection (c)) requires one exception to
this principle: Even if engaged in exclusively to facilitate
requests for purchases, the maintenance of an office within
the State, by the company or on its behalf, would go be-
yond the  solicitation of orders.  We would not make any
more generalized exception to our immunity standard on
the basis of the  office provision.  It seemingly represents
a judgment that a company office within a State is such
a significant manifestation of company  presence that,
absent a specific exemption, income taxation should always
be allowed.  Jantzen, Inc. v. District of Columbia, 395 A. 2d
29, 32 (D.C. 1978); see generally Hellerstein, supra, 6.4.
  Wisconsin urges us to hold that no post-sale activities can
be included within the scope of covered  solicitation.  We
decline to do so.  Activities that take place after a sale will
ordinarily not be entirely ancillary in the sense we have
described, see, e.g., Miles Laboratories v. Department of
Revenue, 274 Ore. 395, 400, 546 P. 2d 1081, 1083 (1976)
(replacing damaged goods), but we are not prepared to say
that will invariably be true.  Moreover, the pre-sale/post-
sale distinction is hopelessly unworkable.  Even if one
disregards the confusion that may exist concerning when
a sale takes place, cf. Uniform Commercial Code 2-401,
1A U. L. A. 675 (1989), manufacturers and distributors
ordinarily have ongoing relationships that involve continu-
ous sales, making it often impossible to determine whether
a particular incidental activity was related to the sale that
preceded it or the sale that followed it.
                        B
  The Wisconsin Supreme Court also held that a company
does not necessarily forfeit its tax immunity under 381 by
performing some in-state business activities that go beyond
 solicitation of orders; rather, it said,  [c]ourts should also
analyze whether these additional activities were  `devia-
tions from the norm' or  de minimis activities.  160
Wis. 2d, at 82, 465 N. W. 2d, at 811 (citation omitted).
Wisconsin asserts that the plain language of the statute
bars this recognition of a de minimis exception, because the
immunity is limited to situations where  the only business
activities within [the] State are those described, 15
U. S. C. 381 (emphasis added).  This ignores the fact that
the venerable maxim de minimis non curat lex ( the law
cares not for trifles) is part of the established background
of legal principles against which all enactments are adopt-
ed, and which all enactments (absent contrary indication)
are deemed to accept.  See, e.g., Republic of Argentina v.
Weltover, Inc., 50_ U. S. ___, ___ (1992) (slip op., at 10);
Hudson v. McMillian, 503 U. S. ___, ___ (1992) (slip op.,
at 7); Ingraham v. Wright, 430 U. S. 651, 674 (1977); Abbott
Laboratories v. Portland Retail Druggists Assn., Inc., 425
U. S. 1, 18 (1976); Industrial Assn. of San Francisco v.
United States, 268 U. S. 64, 84 (1925).  It would be especial-
ly unreasonable to abandon normal application of the de
minimis principle in construing 381, which operates in
such stark, all-or-nothing fashion: A company either has
complete net-income tax immunity or it has none at all,
even for its solicitation activities.  Wisconsin's reading of
the statute renders a company liable for hundreds of
thousands of dollars in taxes if one of its salesmen sells a
10 cent item in-state.  Finally, Wisconsin is wrong in asserting
that application of the de minimis principle  excise[s] the
word `only' from the statute.  Brief for Petitioner 27.  The
word  only places a strict limit upon the categories of
activities that are covered by 381, not upon their substan-
tiality.  See, e.g., Drackett Prods. Co. v. Conrad, 370
N. W. 2d 723, 726 (N. D. 1985); Kimberly Clark, 275 Ind.,
at 383-384, 416 N. E. 2d, at 1268.
  Whether a particular activity is a de minimis deviation
from a prescribed standard must, of course, be determined
with reference to the purpose of the standard.  Section 381
was designed to increase"beyond what Northwestern States
suggested was required by the Constitution"the connection
that a company could have with a State before subjecting
itself to tax.  Accordingly, whether in-state activity other
than  solicitation of orders is sufficiently de minimis to
avoid loss of the tax immunity conferred by 381 depends
upon whether that activity establishes a nontrivial addition-
al connection with the taxing State.
                     III
  Wisconsin asserts that at least six activities performed by
Wrigley within its borders went beyond the  solicitation of
orders: the replacement of stale gum by sales representa-
tives; the supplying of gum through  agency stock checks;
the storage of gum, racks, and promotional materials; the
rental of space for storage; the regional manager's recruit-
ment, training, and evaluation of employees; and the
regional manager's intervention in credit disputes.  Since
none of these activities can reasonably be viewed as
requests for orders covered by 381, Wrigley was subject to
tax unless they were either ancillary to requesting orders
or de minimis.
  We conclude that the replacement of stale gum, the
supplying of gum through  agency stock checks, and the
storage of gum were not ancillary.  As to the first: Wrigley
would wish to attend to the replacement of spoiled product
whether or not it employed a sales force.  Because that
activity serves an independent business function quite
separate from requesting orders, it does not qualify for
381 immunity.  Miles Laboratories, 274 Ore., at 400, 546
P. 2d, at 1083.  Although Wrigley argues that gum replace-
ment was a  promotional necessity designed to ensure
continued sales, Brief for Respondent 31, it is not enough
that the activity facilitate sales; it must facilitate the
requesting of sales, which this did not.
  The provision of gum through  agency stock checks
presents a somewhat more complicated question.  It
appears from the record that this activity occurred only in
connection with the furnishing of display racks to retailers,
so that it was arguably ancillary to a form of consumer
solicitation.  Section 381(a)(2) shields a manufacturer's
 missionary request that an indirect customer (such as a
consumer) place an order, if a successful request would
ultimately result in an order's being filled by a 381
 customer of the manufacturer, i.e., by the wholesaler who
fills the orders of the retailer with goods shipped to the
wholesaler from out-of-state.  Cf. Gillette, 56 App. Div. 2d,
at 482, 393 N. Y. S. 2d, at 191 ( Advice to retailers on the
art of displaying goods to the public can hardly be more
thoroughly solicitation . . .).  It might seem, therefore, that
setting up gum-filled display racks, like Wrigley's general
advertising in Wisconsin, would be immunized by
381(a)(2).  What destroys this analysis, however, is the
fact that Wrigley made the retailers pay for the gum,
thereby providing a business purpose for supplying the gum
quite independent from the purpose of soliciting consumers.
Since providing the gum was not entirely ancillary to
requesting purchases, it was not within the scope of
 solicitation of orders.  And because the vast majority of
the gum stored by Wrigley in Wisconsin was used in
connection with stale gum swaps and agency stock checks,
that storage (and the indirect rental of space for that
storage) was in no sense ancillary to  solicitation.
  By contrast, Wrigley's in-state recruitment, training, and
evaluation of sales representatives and its use of hotels and
homes for sales-related meetings served no purpose apart
from their role in facilitating solicitation.  The same must
be said of the instances in which Wrigley's regional sales
manager contacted the Chicago office about  rather nasty
credit disputes involving important accounts in order to  get
the account and [Wrigley's] credit department communicat-
ing, App. 71, 72.  It hardly appears likely that this mediat-
ing function between the customer and the central office
would have been performed by some other employee"some
company ombudsman, so to speak"if the on-location sales
staff did not exist.  The purpose of the activity, in other
words, was to ingratiate the salesman with the customer,
thereby facilitating requests for purchases.
  Finally, Wrigley argues that the various nonimmune
activities, considered singly or together, are de minimis.  In
particular, Wrigley emphasizes that the gum sales through
 agency stock checks accounted for only 0.00007% of
Wrigley's annual Wisconsin sales, and in absolute terms
amounted to only several hundred dollars a year.  We need
not decide whether any of the nonimmune activities was de
minimis in isolation; taken together, they clearly are not.
Wrigley's sales representatives exchanged stale gum, as a
matter of regular company policy, on a continuing basis,
and Wrigley maintained a stock of gum worth several thou-
sand dollars in the State for this purpose as well as for the
less frequently pursued (but equally unprotected) purpose
of selling gum through  agency stock checks.  Although the
relative magnitude of these activities was not large com-
pared to Wrigley's other operations in Wisconsin, we have
little difficulty concluding that they constituted a nontrivial
additional connection with the State.  Because Wrigley's
business activities within Wisconsin were not limited to
those specified in 381, the prohibition on net-income
taxation contained in that provision was inapplicable.
                *     *     *
  Accordingly, the judgment of the Supreme Court of
Wisconsin is reversed, and the case is remanded for further
proceedings not inconsistent with this opinion.

It is so ordered.



         SUPREME COURT OF THE UNITED STATES--------
                       No. 91-119
                        --------
          WISCONSIN DEPARTMENT OF REVENUE, PETITIONER
                                v.
                  WILLIAM WRIGLEY, Jr., CO.
            on writ of certiorari to the supreme court
                           of wisconsin
                          [June 19, 1992]

       Justice O'Connor, concurring in Parts I and II, and
concurring in the judgment.
       I join sections I and II of the Court's opinion.  I do not
agree, however, that the replacement of stale gum served
an independent business function.  The replacement of stale
gum by the sales representatives was part of ensuring the
product was available to the public in a form that may be
purchased.  Making sure that one's product is available and
properly displayed serves no independent business function
apart from requesting purchases; one cannot offer a product
for sale if it is not available.  I agree, however, that the
storage of gum in the State and the use of agency stock
checks were not ancillary to solicitation and were not de
minimis.  On that basis, I would hold that Wrigley's income
is subject to taxation by Wisconsin.



         SUPREME COURT OF THE UNITED STATES--------
                       No. 91-119
                        --------
                 WISCONSIN DEPARTMENT OF REVENUE,
                  PETITIONER v. WILLIAM WRIGLEY,
                             Jr., CO.
            on writ of certiorari to the supreme court
                           of wisconsin
                          [June 19, 1992]

       Justice Kennedy, with whom The Chief Justice and
Justice Blackmun join, dissenting.
       Congress prohibits the States from imposing taxes on
income derived from  business activities in interstate
commerce and limited to the  solicitation of orders under
certain conditions.  15 U. S. C. 381(a).  The question we
face is whether Wrigley has this important tax immunity
for its business activities in the State of Wisconsin.  I agree
with the Court that the statutory phrase  solicitation of
orders is but a subset of the phrase  business activities.
Ibid.; ante, at 10-11.  I submit with all respect, though,
that the Court does not allow its own analysis to take the
proper course.  The Court instead devises a test that
excludes business activities with a close relation to the
solicitation of orders, activities that advance the purpose of
the statute and its immunity.
       The Court is correct, in my view, to reject the two polar
arguments urged upon us:  one, that ordinary and neces-
sary business activities surrounding the solicitation of
orders are part of the exempt solicitation itself; and the
other, that the only exempt activities are those essential to
the sale.  Id., at 8, 12.  Having done so, however, the Court
exits a promising avenue of analysis and adopts a test with
little relation to the practicalities of solicitation.
The Court's rule will yield results most difficult to justify or
explain.  My submission is that the two polarities suggest
the proper analysis and that the controlling standard lies
between.  It is difficult to formulate a complete test in one
case, but the general rule ought to be that the statute
exempts business activities performed in connection with
solicitation if reasonable buyers would consider them to be
a part of the solicitation itself and not a significant and
independent service or component of value.
       I begin with the statute.  Section 381(a) provides as
follows:
            No State, or political subdivision thereof, shall have
power to impose, for any taxable year ending after
September 14, 1959, a net income tax on the income
derived within such State by any person from inter-
state commerce if the only business activities within
such State by or on behalf of such person during such
taxable year are either, or both, of the following:
         (1) the solicitation of orders by such person, or his
        representative, in such State for sales of tangible
        personal property, which orders are sent outside the
        State for approval or rejection, and, if approved, are
        filled by shipment or delivery from a point outside
        the State; and
         (2) the solicitation of orders by such person, or his
        representative, in such State in the name of or for
        the benefit of a prospective customer of such person,
        if orders by such customer to such person to enable
        such customer to fill orders resulting from such
        solicitation are orders described in paragraph (1).
15 U. S. C. 381(a).
The key phrases, as recognized by the Court, are  business
activities and  solicitation of orders.  Ante, at 10-11.  By
using  solicitation of orders to define a subset of  business
activities, the text suggests that the immunity to be
conferred encompasses more than a specific request for a
purchase; it includes the process of solicitation, as distin-
guished from manufacturing, warehousing, or distribution.
Congress could have written 381(a) to exempt  acts of
 solicitation or  solicitation of orders, but it did not.  The
decision to use the phrase  business activities, while not
unambiguous, suggests that the statute must be read to
accord with the practical realities of interstate sales
solicitations, which, after all, Congress acted to protect.
       The textual implication I find draws support from legal
and historical context.  Even those who approach legislative
history with much trepidation must acknowledge that the
statute was a response to three specific court decisions:
Northwestern States Portland Cement Co. v. Minnesota, 358
U. S. 450 (1959), International Shoe Co. v. Fontenot, 236 La.
279, 107 So. 2d 640 (1958), cert. denied, 359 U. S. 984
(1959), and Brown-Forman Distillers Corp. v. Collector of
Revenue, 234 La. 651, 101 So.2d 70 (1958), appeal dism'd,
cert. denied, 359 U. S. 28 (1959).  S. Rep. No. 658, 86th
Cong., 1st Sess., 2-3 (1959) (hereinafter S. Rep.); H. R. Rep.
No. 936, 86th Cong., 1st Sess., 1-2 (1959) (hereinafter H. R.
Rep.).  See ante, at 4-8 & n. 1.  These decisions departed
from what had been perceived as a well-settled rule, stated
in Norton Co. v. Illinois Dept. of Revenue, 340 U. S. 534
(1951), that solicitation in interstate commerce was pro-
tected from taxation in the State where the solicitationtook place.
            Where a corporation chooses to stay at home in all
respects except to send abroad advertising or drum-
mers to solicit orders which are sent directly to the
home office for acceptance, filling, and delivery back to
the buyer, it is obvious that the State of the buyer has
no local grip on the seller.  Unless some local incident
occurs sufficient to bring the transaction within its
taxing power, the vendor is not taxable.  Id., at 537.
Firm expectations within the business community were
built upon the rule as restated in Norton.  Companies
engaging in interstate commerce conformed their activities
to the limits our cases seemed to have endorsed.  To be
sure, the decision to stay at home might have derived in
some respects from independent business concerns.  The
expense and commitment of an in-state sales office, for
example, might have informed a decision to send salesmen
into a State without further staff support.  Some interstate
operations, though, carried the unmistakable mark of a
legal rather than business justification.  The technical
requirement that orders be approved at the home office,
unless approval required judgment or expertise (for exam-
ple, if the order depended on an ancillary decision to give
credit or to name an official retailer), was no doubt the
product of the legal rule.
       These settled expectations were upset in 1959, their
continuing vitality put in doubt by Northwestern States,
International Shoe, and Brown-Forman.  In Northwestern
States, the Court upheld state income taxation against two
companies whose in-state operations included a sales staff
and sales office.  358 U. S., at 454-455.  Our disposition
was consistent with prior law, since both companies
maintained offices within the taxing State.  Ibid.  But the
Court's opinion was broader than the holding itself and
marked a departure from prior law.
 We conclude that net income from the interstate
operations of a foreign corporation may be subject to
state taxation provided the levy is not discriminatory
and is properly apportioned to local activities within
the taxing State forming sufficient nexus to support the
same.  Id., at 452.
In the absence of case law giving meaning to  sufficient
nexus, the Court's use of this indeterminate phrase created
concern and apprehension in the business community.  S.
Rep., at 2-4; H. R. Rep., at 1.  Apprehension increased after
our denial of certiorari in International Shoe and Brown-
Forman, where the Louisiana Supreme Court upheld the
taxation of companies whose business activities within the
State were limited to solicitation by salespeople.  S. Rep., at
3; H. R. Rep., at 2.  The concern stemmed not only from the
prospect for tax liability in an increasing number of States
but also from the uncertainty of its amount and apportion-
ment, the burdens of compliance, a lack of uniformity under
state law, the withdrawal of small businesses from States
where the cost and complexity of compliance would be
great, and the extent of liability for back taxes.  S. Rep., at
2-4.
       As first drafted by the Senate Finance Committee,
381(a) would have addressed the decisions in Northwest-
ern States, International Shoe, and Brown-Forman.  S. Rep.,
at 2-3; H. R. Rep., at 3; 105 Cong. Rec. 16378, 16934
(1959).  The Committee recommended a bill defining
 business activities in three subsections, with one subsec-
tion corresponding to the facts in each of the three cases.
S. 2524, 86th Cong., 1st Sess. (1959).  Before the bill was
enacted, however, the Senate rejected the third of these
subsections, corresponding to Northwestern States, which
would have extended protection to companies with in-state
sales offices.  105 Cong. Rec. 16469-16477 (1959) (Senate
debate on an amendment proposed by Sen. Talmadge (Ga.)).
But the other two subsections, those dealing with the state-
court decisions in International Shoe and Brown-Forman,
were retained. Id., at 16367, 16376, 16471, 16934; H. R.
Rep. No., at 3.  Thus, while Northwestern States provided
the first impetus for the enactment of 381(a), it does not
explain the statute in its final form.  By contrast, the
history of enactment makes clear that 381(a) exempts
from state income taxation at least those business activities
at issue in International Shoe and Brown-Forman.  These
cases must inform any attempt to give meaning to 381(a).
       International Shoe manufactured shoes in St. Louis,
Missouri.  Its only activity within the State of Louisiana
consisted of regular and systematic solicitation by 15 sales-
people.  No office or warehouse was maintained inside
Louisiana, and orders were accepted and shipped from
outside the State.  The salespeople carried product samples,
drove in company-owned automobiles, and rented hotel
rooms or rooms of public buildings in order to make
displays.  International Shoe, 236 La., at 280, 107 So. 2d, at
640; Hartman,  Solicitation and  Delivery Under Public
Law 86-272: An Uncharted Course, 29 Vand. L. Rev. 353,
358 (1976).
       Brown-Forman distilled and packaged whiskey in Louis-
ville, Kentucky, for sale in Louisiana and elsewhere.  It
solicited orders in Louisiana with the assistance of an in-
state sales staff.  All orders were approved and shipped
from outside the State.  There was no in-state office of any
kind.  Brown-Forman salespeople performed two functions:
they solicited orders from wholesalers, who were direct
customers of Brown-Forman; and they accompanied the
wholesalers' own sales force on visits to retailers, who were
solicited by the wholesalers.  The Brown-Forman salespeo-
ple did not solicit orders at all when visiting retailers, nor
could they sell direct to them.  They did assist in arranging
suitable displays of the distiller's merchandise in the retail
establishments.  Brown-Forman, 234 La., at 653-654, 101
So.2d, at 70.
       The activities in International Shoe and Brown-Forman
extended beyond specific acts of entreaty; they included
merchandising and display, as well as other simple acts of
courtesy from buyer to seller, such as arranging product
displays and calling on the customer of a customer.  The
activities considered in International Shoe and Brown-
Forman are by no means exceptional.  Checking invento-
ries, displaying products, replacing stale product, and
verifying credit are all normal acts of courtesy from seller
to buyer.  J. Hellerstein, 1 State Taxation: Corporate
Income and Franchise Taxes 6.11[2], p. 245 (1983).  A
salesperson cannot solicit orders with any degree of
effectiveness if he is constrained from performing small acts
of courtesy.  Note, State Taxation of Interstate Commerce:
Public Law 86-272, 46 Va. L. Rev. 297, 315 (1960).
       The business activities of Wrigley within Wisconsin have
substantial parallels to those considered in International
Shoe and Brown-Forman.  Wrigley has no manufacturing
facility in the State.  It maintains no offices or warehouses
there.  The only product it owns in the State is the small
amount necessary for its salespeople to call upon their
accounts.  All orders solicited by its salespeople are ap-
proved or rejected outside of the State.  All orders are
shipped from outside of the State.  Other activities, such as
intervening in credit disputes, hiring salespeople, or holding
sales meetings in hotel rooms, do not exceed the scope of
381(a); I agree with the Court that these too are the
business activities of solicitation.  Ante, at 19-20; App.
10-13.
       The Department of Revenue, in an apparent concession
of the point, does not contend that the business activities of
Wrigley exceed the normal scope of solicitation; instead the
Department relies on a distinction between business
activities undertaken before and after the sale.  Brief for
Petitioner 18, 21.  Under the Department's submission, acts
leading to the sale are within the statutory safe-harbor,
while any act following the sale is beyond it.  Ibid.  I agree
with the Court, as well as with the Supreme Court of
Wisconsin, that this distinction is unworkable in the context
of a continuing business relation with many repeat sales.
Ante, at 15-16; App. to Pet. for Cert. A-41.
       As the Court indicates, the case really turns upon our
assessment of two practices:  replacing stale product and
providing gum in display racks.  Ante, at 18.  If the retail-
ers relied on the Wrigley sales force to replace all stale
product and that service was itself significant, say on the
magnitude of routine deliveries of fresh bread, then a
separate service would seem to be involved.  But my
understanding of the record is that replacement of stale
gum took place only during the course of regular solicita-
tion.  App. 27-28, 41, 58, 117-118.  There was no contract
to perform this service.  There is no indication in the record
that this was the only method dealers relied upon to remove
stale product.  It is not plausible to believe that by enacting
381(a) Congress insisted that every sales representative in
every industry would be prohibited from doing just what
Wrigley did.
       Acceptance of the stale gum replacement does not allow
industry practices to replace objective statutory inquiry.
The existence of a contract to perform this service, or an
indication in the record that this service provided an
independent component of significant value, would alter the
case's disposition, regardless of the seller's intentions.  The
test I propose does not depend on the sellers' intentions or
motives whatsoever; rather it requires an objective assess-
ment from the vantage point of a reasonable buyer.  If a
reasonable buyer would consider the replacement of stale
gum to provide significant independent value, then this
service would subject Wrigley to taxation.  The majority
appears to concede the point in part when it observes
Wrigley replaced stale gum free of charge, ante, at 19 n. 9,
which provides a strong indication that the replacement of
stale gum is valuable to Wrigley, not its customers, as an
assurance of quality given in the course of an ongoing
solicitation.
       I agree with the Court's approach, which is to provide
guidance by some general rule that is faithful to the precise
language of the statute.  But it ought not to do so without
recognition of some of the most essential aspects of solicita-
tion techniques.  No responsible company would expect its
sales force to decline giving minimal assistance to a retailer
in replacing damaged or stale product.  In enacting 381(a),
Congress recognized the importance of interstate solicita-
tion to the strength of our national economy.  The statute
must not to be interpreted to repeal the rules of good sales
techniques or to forbid common solicitation practices under
the threat of forfeiting this important tax exemption.
Congress acted to protect interstate solicitation, not to
mandate inefficiency.
       Even accepting the majority's test on its own terms, the
business activities which the Court finds to be within the
safe harbor of the federal statute are less ancillary to a real
sales solicitation than are the activities it condemns.  The
credit adjustment techniques and the training sessions the
Court approves are not related to a particular sales call or
to a particular sales solicitation, but the condemned display
and replacement practices are.  I do not understand why
the Court thinks that a credit dispute over an old transac-
tion, handled by telephone weeks or months later is exempt
because it  ingratiate[s] the salesman with the customer,
thereby facilitating requests for purchases, ante, at 20, but
that this same process of ingratiation does not occur when
a salesman who is on the spot to solicit an order refuses to
harm the company by leaving the customer with bad
product on the shelf.  If there were any distinction between
the two, I should think we would approve the replacement
and condemn the credit adjustment.  The majority fails to
address this anomaly under its test, responding instead
that my observation of it suggests ambiguity in my own.
Id., at 14 n. 5.  In my view, both the gum replacement and
credit adjustment are within the scope of solicitation.
       I would agree with the Court that the furnishing of racks
with gum that is sold to the customer presents a problem of
a different order, id., at 18, but here too I think it adds no
independent value apart from the solicitation itself.  To
begin with, I think it rather well accepted that the setting
up of display racks and the giving of advice on sales
presentation is central to the salesperson's role in cultivat-
ing customers.  There are dangers for the manufacturer,
however, if the salesperson spends the time to set up a
display and then stocks it with free goods, because this
could create either the fact or the perception that retailers
were not receiving the same price.  Free goods lower the per
unit cost of all goods purchased.  The simplest policy to
avoid this problem is to charge for the goods displayed, and
that is what occurred here.  Moreover, I cannot ignore, as
the Court appears to do, that a minuscule amount of gum,
no more than 0.00007% (seven one-hundred thousands of
one percent) of Wrigley's in-state sales, was stocked into
display racks in this fashion.  Brief for Respondent 5; App.
to Pet. for Cert. A-43.  Indeed, the testimony is that Wrigley
salespeople would stock these display racks out of their own
supply of samples only as a matter of last resort, in
instances where the retailer possessed an inadequate
supply of gum and could not await delivery in the normal
course.
``Q          Well, I take it that if you put in the stand and it
          was a new stand, you took the gum out of your
          vehicle and transferred it to him there; is that
          correct?
``A       No, I would not say that's correct.
``Q       Well, did you ever stock new stands from your
          vehicle?
``A       I would say possibly on some"on a few occasions.
``Q       And how many few occasions were there during
          your tenure as a field representative in 1978?
``A       Boy.  I would just be guessing.  Maybe a dozen
          times.
``Q       And just what would"what all happened in that
          circumstance that you wound up putting in a new
          stand and taking the gum out of your vehicle and
          transferring it to the retailer?
``A       Well, like I said, primarily I wanted to get a stand
          in and then he wanted to get that order through
          his wholesaler; but if he couldn't wait, if he said
          my wholesaler was just in yesterday or something
          or he was not going to be in for a week, he didn't
          want a stand sitting around, so we would then fill
          it and then bill the wholesaler. . . .''  App. 37-38.
Under the circumstances described here, I fail to see why
the stocking of a gum display does not  ingratiate the
salesman with the customer, thereby facilitating requests
for purchases, ante, at 20, as is required under the rule
formulated by the Court.  The small amount of gum
involved in stocking a display rack, no more than $15-20
worth, belies any speculation, id., at 19 n. 9, that Wrigley
was driven by a profit motive in charging customers for this
gum.  App. 38.
       The Court pursues a laudable effort to state a workable
rule, but in the attempt condemns business activities that
are bound to solicitation and do not possess independent
value to the customer apart from what often accompanies
a successful solicitation.  The business activities of Wrigley
in Wisconsin, just as those considered in International Shoe
and Brown-Forman, are the solicitation of orders.  The
swapping of stale gum and the infrequent stocking of fresh
gum into new displays are not services that Wrigley was
under contract to perform; they are not activities that can
be said to have provided their own component of significant
value; rather they are activities conducted in the course of
solicitation and whose legal effect should be the same.  My
examination of the language of the statute, considered in
the context of its enactment, demonstrates that the con-
cerns to which 381(a) was directed, and for which its
language was drafted, are misapprehended by the Court's
decision today.
       I would affirm the judgment of the Wisconsin Supreme
Court.


