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This entry was published on 2014-09-22
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Dealer agreements; unlawful acts and practices
General Business (GBS) CHAPTER 20, ARTICLE 33-A
§ 696-b. Dealer agreements; unlawful acts and practices. It shall be a
violation of this article for a supplier:

1. To coerce, compel, or attempt to coerce or compel any dealer to
order or accept delivery of any equipment or parts, or any equipment
with special features or accessories not included in the base list price
of such equipment as publicly advertised by the supplier which the
dealer has not voluntarily ordered; or

2. To coerce or compel any dealer to enter into any agreement, whether
written or oral, supplementary to an existing dealer agreement with such
supplier; or

3. To coerce or compel, any dealer to refuse to purchase equipment
from another supplier, however it shall not be a violation of this
section to require separate facilities, financial statements or sales
staff for major competing lines provided that the dealer is given at
least thirty-six months notice of such requirements; or

4. To refuse to deliver in reasonable quantities and within a
reasonable time after receipt of the dealer's order to any dealer having
a dealer agreement for the retail sale of new equipment sold or
distributed by such supplier, equipment covered by such dealer agreement
specifically advertised or represented by such supplier to be available
for immediate delivery. However, the failure to deliver any such
equipment shall not be considered a violation of this article if such
failure is due to prudent and reasonable restriction on extension of
credit by the supplier to the dealer, an act of God, work stoppage or
delay due to a strike or labor difficulty, a bona fide shortage of
materials, freight embargo, or other cause over which the supplier has
no control; or

5. To terminate or cancel the dealer agreement of any such dealer
without due cause; or

6. To condition the renewal or extension of a dealer agreement on the
dealer's substantial renovation of the dealer's place of business or on
the construction, purchase, acquisition, or rental of a new place of
business by the dealer unless the supplier has advised the dealer in
writing of its demand for such renovation, construction, purchase,
acquisition or rental within a reasonable time prior to the effective
date of the proposed date of renewal or extensions, but in no case less
than one year, and provided the supplier demonstrates the need for such
change in the place of business and the reasonableness of such demand in
view of the need to service the public and economic conditions existing
at the time and, provided further, that the dealer makes a good faith
effort to complete such construction or renovation plans within one
year; or

7. To sell or offer to sell any new equipment to any other dealer at a
lower actual price therefor than the actual price sold or offered to any
other dealer for the same equipment identically equipped or to utilize
any device including, but not limited to, sale promotion plans or
programs which result in such lesser actual price, or result in a fixed
price predetermined solely by the supplier provided, however, the
provisions of this subdivision shall not apply to sales to a dealer for
resale to any unit or agency of the United States government, the state,
or any of its political subdivisions or any municipality located within
this state; and provided, further, that the provisions of this
subdivision shall not apply so long as a supplier sells or offers to
sell such new equipment to all of its dealers at an equal price; or

8. To willfully discriminate, either directly or indirectly, in price,
programs, or terms of sale offered to dealers, where the effect of such
discrimination may be to substantially lessen competition or give to one
holder of a dealer agreement any economic business or competitive
advantage not offered to all holders of the same or similar dealer
agreements; or

9. To prevent by contract or otherwise, any dealer, from changing its
capital structure, ownership or the means by or through which the dealer
finances its operations, so long as the dealer gives prior notice to the
supplier and provided the dealer at all times meets any responsible
capital standards agreed to between the dealer and the supplier and
imposed on similarly situated dealers and provided such change by the
dealer does not result in a change in the person with actual or
effective control of a majority of the voting interests of the dealer;

10. If a supplier has contractual authority to approve or deny a
request for a sale or transfer of a dealer's business or an equity
ownership interest therein, the supplier shall approve or deny such a
request within sixty days after receiving a written request from the
dealer. If the supplier has neither approved nor denied the request
within the sixty day period, the request will be deemed approved. The
dealer's request shall include reasonable financial, personal
background, character references and work history information for the
acquiring persons. If a supplier denies a request made pursuant to this
subdivision, the supplier must provide the dealer with a written notice
of such denial that states the reasons for such denial. A supplier may
only deny a request based on the failure of the proposed transferees to
meet the reasonable requirements consistently imposed by the supplier in
determining approval of such transfer and/or approvals of new dealers;

11. To require a dealer to assent to a release, assignment, notation,
waiver, or estoppel which would relieve any person from liability
imposed by this article; or

12. (a) To unreasonably withhold consent, in the event of the death of
the dealer or the principal owner of the dealership, to the transfer of
the dealer's interest in the dealership to a member or members of the
family of the dealer or the principal owner of the dealership or to
another qualified individual if the family member or other qualified
individual meets the reasonable financial, business experience and
character standards of the supplier. Furthermore, and only in the event
that the transfer proposed is to a person other than a family member,
such person shall have actively participated in the dealership or in the
farm equipment or similar industry for at least twelve months preceding
the proposed date of transfer. Should a supplier determine that the
designated family member or other qualified individual is not
acceptable, it shall provide the dealer with written notice of its
objection and specific reasons for withholding its consent. A supplier
shall have thirty days to consider a dealer's request to make a transfer
to a family member or other qualified individual. As used in this
paragraph, "family" means and includes a spouse, parents, siblings,
children, step-children, sons-in-law, daughters-in-law and lineal
descendants, including those by adoption of the dealer or principal
owner of the dealership.

(b) Notwithstanding the foregoing, in the event that a supplier and
dealer have duly executed an agreement concerning succession rights
prior to the dealer's death, and if such agreement has not been revoked,
such agreement shall be observed, even if it designates someone other
than the surviving spouse or heirs of the decedent as the successor.