§ 46.2-1569. Other coercion of dealers; transfer, grant, succession to andcancellation of dealer franchises; delivery of vehicles, parts, andaccessories.
Notwithstanding the terms of any franchise agreement, it shall be unlawfulfor any manufacturer, factory branch, distributor, or distributor branch, orany field representative, officer, agent, or their representatives:
1. To coerce or attempt to coerce any dealer to accept delivery of any motorvehicle or vehicles, parts or accessories therefor, or any other commodities,which have not been ordered by the dealer.
2. To coerce or attempt to coerce any dealer to enter into an agreement withthe manufacturer, factory branch, distributor, or distributor branch, orrepresentative thereof by threat to take or by taking any action in violationof the chapter, or by any other act unfair or injurious to the dealer.
2a. To coerce or attempt to coerce any dealer to join, contribute to, oraffiliate with any advertising association.
2b. To coerce or require any dealer to establish in connection with the saleof a motor vehicle prices at which the dealer shall sell products or servicesnot manufactured or distributed by the manufacturer, factory branch,distributor, or distributor branch, whether by agreement, program, incentiveprovision, or otherwise.
3. To prevent or refuse to approve the sale or transfer of the ownership of adealership by the sale of the business, stock transfer, or otherwise, or thetransfer, sale, or assignment of a dealer franchise, or a change in theexecutive management or principal operator of the dealership, unless thefranchisor provides written notice to the dealer of its objection and thereasons therefor by certified mail or overnight delivery or other methoddesigned to ensure delivery to the dealer at least thirty days prior to theproposed effective date of the transfer, sale, assignment, or change. No suchobjection shall be sufficient unless the failure to approve is reasonable.Notwithstanding the provisions of subsection D of § 46.2-1573, the onlygrounds that may be considered reasonable for a failure to approve are thatan individual who is the applicant or is in control of an entity that is anapplicant (i) lacks good moral character, (ii) lacks reasonable motor vehicledealership management experience and qualifications, (iii) lacks financialability to be the dealer, or (iv) fails to meet the standards otherwiseestablished by this title to be a dealer. No such objection shall beeffective to prevent the sale, transfer, assignment, or change if theCommissioner has determined, if requested in writing by the dealer withinthirty days after receipt of an objection to the proposed sale, transfer, orchange, and after a hearing on the matter, that the failure to permit orhonor the sale, transfer, assignment, or change is unreasonable under thecircumstances. No franchise may be sold, assigned, or transferred unless (i)the franchisor has been given at least ninety days' prior written notice bythe dealer as to the identity, financial ability, and qualifications of theproposed transferee on forms generally utilized by the franchisor to conductits review, as well as the full agreement for the proposed transaction, and(ii) the sale or transfer of the franchise and business will not involve,without the franchisor's consent, a relocation of the business.
3a. To impose a condition on the approval of the sale or transfer of theownership of a dealership by the sale of the business, stock transfer, orotherwise if the condition would violate the provisions of this title ifimposed on the existing dealer.
In the event the manufacturer, factory branch, distributor or distributorbranch takes action to prevent or refuse to approve the sale or transfer ofthe ownership of a dealership by the sale of the business, stock transfer, orotherwise, or the transfer, sale or assignment of a dealer franchise, or achange in the executive management or principal operator of the dealership,without a statement of specific grounds for doing so that is consistent withsubdivision 3 hereof or imposes a condition in violation of subdivision 3ahereof, that shall constitute a violation of this section. The existingdealer may request review of the action or imposition of the condition in ahearing by the Commissioner. If the Commissioner finds that the action or theimposition of the condition was a violation of this section, the Commissionermay order that the sale or transfer be approved by the manufacturer, factorybranch, distributor, or distributor branch, without imposition of thecondition. If the existing dealer does not request a hearing by theCommissioner concerning the action or the condition imposed by themanufacturer, factory branch, distributor, or distributor branch, and theaction or condition was the proximate cause of the failure of the contractfor the sale or transfer of ownership of the dealership, the applicant forapproval of the sale or transfer or the existing dealer, or both, maycommence an action at law for violation of this section. The action may becommenced in the circuit court of the city or county in which the dealer islocated, or in any other circuit court with permissible venue, within twoyears following the action or the imposition of the condition by themanufacturer, factory branch, distributor, or distributor branch for thedamages suffered by the applicant or the dealer as a result of the violationof this section by the manufacturer, factory branch, distributor, ordistributor branch, plus the applicant's or dealer's reasonable attorney feesand costs of litigation. Notwithstanding the foregoing, an exercise of theright of first refusal by the manufacturer, factory branch, distributor, ordistributor branch pursuant to § 46.2-1569.1 shall not be considered theimposition of a condition prohibited by this section.
4. To grant an additional franchise for a particular line-make of motorvehicle in a relevant market area in which a dealer or dealers in thatline-make are already located unless the franchisor has first advised inwriting all other dealers in the line-make in the relevant market area. Nosuch additional franchise may be established at the proposed site unless theCommissioner has determined, if requested by a dealer of the same line-makein the relevant market area within thirty days after receipt of thefranchisor's notice of intention to establish the additional franchise, andafter a hearing on the matter, that the franchisor can show by apreponderance of the evidence that after the grant of the new franchise, therelevant market area will support all of the dealers in that line-make in therelevant market area. Establishing a franchised dealer in a relevant marketarea to replace a franchised dealer that has not been in operation for morethan two years shall constitute the establishment of a new franchise subjectto the terms of this subdivision. The two-year period for replacing afranchised dealer shall begin on the day the franchise was terminated, or, ifa termination hearing was held, on the day the franchisor was legallypermitted finally to terminate the franchise. The relocation of a franchisein a relevant market area, whether by an existing dealer or by a dealer whois acquiring the franchise, shall constitute the establishment of a newfranchise subject to the terms of this subdivision. This subdivision shallnot apply to (i) the relocation of an existing dealer within that dealer'srelevant market area if the relocation site is to be more than ten milesdistant from any other dealer for the same line-make; (ii) the relocation ofan existing dealer within that dealer's relevant market area if therelocation site is to be more distant than the existing site from all otherdealers of the same line-make in that relevant market area; or (iii) therelocation of an existing new motor vehicle dealer within two miles of theexisting site of the relocating dealer.
5. Except as otherwise provided in this subdivision and notwithstanding theterms of any franchise, to terminate, cancel, or refuse to renew thefranchise of any dealer without good cause and unless (i) the dealer and theCommissioner have received written notice of the franchisor's intentions atleast sixty days prior to the effective date of such termination,cancellation, or the expiration date of the franchise, setting forth thespecific grounds for the action, and (ii) the Commissioner has determined, ifrequested in writing by the dealer within the sixty-day period and, after ahearing on the matter, that the franchisor has shown by a preponderance ofthe evidence that there is good cause for the termination, cancellation, ornonrenewal of the franchise. In any case where a petition is made to theCommissioner for a determination as to good cause for the termination,cancellation, or nonrenewal of a franchise, the franchise in question shallcontinue in effect pending the Commissioner's decision or, if that decisionis appealed to the circuit court, pending the decision of the circuit court.In any case in which a franchisor neither advises a dealer that it does notintend to renew a franchise nor takes any action to renew a franchise beyondits expiration date, the franchise in question shall continue in effect onthe terms last agreed to by the parties. Notwithstanding the other provisionsof this subdivision notice of termination, cancellation, or nonrenewal may beprovided to a dealer by a franchisor not less than fifteen days prior to theeffective date of such termination, cancellation, or nonrenewal when thegrounds for such action are any of the following:
a. Insolvency of the franchised motor vehicle dealer or filing of anypetition by or against the franchised motor vehicle dealer, under anybankruptcy or receivership law, leading to liquidation or which is intendedto lead to liquidation of the franchisee's business.
b. Failure of the franchised motor vehicle dealer to conduct its customarysales and service operations during its posted business hours for sevenconsecutive business days, except where the failure results from acts of Godor circumstances beyond the direct control of the franchised motor vehicledealer.
c. Revocation of any license which the franchised motor vehicle dealer isrequired to have to operate a dealership.
d. Conviction of the dealer or any principal of the dealer of a felony.
The change or discontinuance of a marketing or distribution system of aparticular line-make product by a manufacturer or distributor, while the nameidentification of the product is continued in substantial form by the same ora different manufacturer or distributor, may be considered to be a franchisetermination, cancellation, or nonrenewal. The provisions of this paragraphshall apply to changes and discontinuances made after January 1, 1989, butthey shall not be considered by any court in any case in which such a changeor discontinuance occurring prior to that date has been challenged asconstituting a termination, cancellation or nonrenewal.
5a. To fail to provide continued parts and service support to a dealer whichholds a franchise in a discontinued line-make for at least five years fromthe date of such discontinuance. This requirement shall not apply to aline-make which was discontinued prior to January 1, 1989.
5b. Upon the involuntary or voluntary termination, nonrenewal, orcancellation of the franchise of any dealer, by either the manufacturer,distributor, or factory branch or by the dealer, notwithstanding the terms ofany franchise whether entered into before or after the enactment of thissection, to fail to pay the dealer for at least the following:
(1) The dealer cost plus any charges by the franchisor for distribution,delivery, and taxes paid by the dealer, less all allowances paid to thedealer by the franchisor, for new and undamaged motor vehicles in thedealer's inventory acquired from the franchisor or from another dealer of thesame line - make in the ordinary course of business within 18 months oftermination;
(2) The dealer cost as shown in the price catalog of the franchisor currentat the time of repurchase of each new, unused, undamaged, and unsold part oraccessory if such part or accessory is in the current parts catalog and isstill in the original, resalable merchandising package and in unbroken lots,except that in the case of sheet metal, a comparable substitute for theoriginal package may be used;
(3) The fair market value of each undamaged sign owned by the dealer thatbears a trademark, trade name or commercial symbol used or claimed by thefranchisor if such sign was purchased from or at the request of thefranchisor;
(4) The fair market value of all special tools and automotive serviceequipment owned by the dealer that were recommended and designated as specialtools or equipment by the franchisor, if the tools and equipment are inusable and good condition, normal wear and tear excepted; and
(5) The reasonable cost of transporting, handling, packing, and loading ofmotor vehicles, parts, signs, tools, and special equipment subject torepurchase hereunder.
The provisions of this subdivision do not apply to a dealer who is unable toconvey clear title to the property identified in this subdivision.
For purposes of this subdivision, a voluntary termination shall not includethe transfer of the terminating dealer's franchised business in connectionwith a transfer of that business by means of sale of the equity ownership orassets thereof to another dealer.
5c. If the termination, cancellation, or nonrenewal of the dealer's franchiseis the result of the termination, elimination, or cessation of a line-make bythe manufacturer, distributor, or factory branch, then, in addition to thepayments to the dealer pursuant to subdivision 5b, the manufacturer,distributor, or factory branch shall be liable to the dealer for thefollowing:
(1) An amount at least equivalent to the fair market value of the franchisefor the line-make, which shall be the greater of that value determined as of(i) the date the franchisor announces the action that results in termination,cancellation, or nonrenewal, (ii) the date the action that resulted in thetermination, cancellation, or nonrenewal first became general knowledge, or(iii) the day 12 months prior to the date on which the notice of termination,cancellation, or nonrenewal is issued. In determining the fair market valueof a franchise for a line-make, if the line-make is not the only line-makefor which the dealer holds a franchise in the dealership facilities, thedealer shall also be entitled to compensation for the contribution of theline-make to payment of the rent or to covering obligation for the fairrental value of the dealership facilities for the period set forth insubdivision 5c (2). Fair market value of the franchise for the line-makeshall only include the goodwill value of the dealer's franchise for thatline-make in the dealer's relevant market area.
(2) If the line-make is the only line-make for which the dealer holds afranchise in the dealership facilities, the manufacturer, distributor, orfactory branch shall also pay assistance with respect to the dealershipfacilities leased or owned by the dealer as follows: (i) the manufacturer,distributor, or factory branch shall pay the dealer a sum equivalent to therent for the unexpired term of the lease or three years' rent, whichever isthe lesser, or (ii) if the dealer owns the dealership facilities, themanufacturer, distributor, or factory branch shall pay the dealer a sumequivalent to the reasonable rental value of the dealership facilities forthree years.
To be entitled to facilities assistance from the manufacturer, distributor,or factory branch, the dealer shall have the obligation to mitigate damagesby listing the dealership facilities for lease or sublease with a licensedreal estate agent within 30 days after the effective date of the terminationof the franchise and thereafter by reasonably cooperating with such realestate agent in the performance of the agent's duties and responsibilities.If the dealer is able to lease or sublease the dealership facilities on termsthat are consistent with local zoning requirements to preserve the right tosell motor vehicles from the dealership facilities and the terms of thedealer's lease, the dealer shall be obligated to pay the manufacturer the netrevenue received from such mitigation, but only following receipt offacilities assistance payments pursuant to clause (i) or (ii) of subdivision5c (2), and only up to the total amount of facilities assistance paymentsthat the dealer has received.
6. To fail to allow a dealer the right at any time to designate a member ofhis family as a successor to the dealership in the event of the death orincapacity of the dealer. It shall be unlawful to prevent or refuse to honorthe succession to a dealership by a member of the family of a deceased orincapacitated dealer if the franchisor has not provided to the member of thefamily previously designated by the dealer as his successor written notice ofits objections to the succession and of such person's right to seek a hearingon the matter before the Commissioner pursuant to this article, and theCommissioner determines, if requested in writing by such member of the familywithin thirty days of receipt of such notice from the franchisor, and after ahearing on the matter before the Commissioner pursuant to this article, thatthe failure to permit or honor the succession is unreasonable under thecircumstances. No member of the family may succeed to a franchise unless (i)the franchisor has been given written notice as to the identity, financialability, and qualifications of the member of the family in question, and (ii)the succession to the franchise will not involve, without the franchisor'sconsent, a relocation of the business.
7. To fail to ship monthly to any dealer, if ordered by the dealer, thenumber of new vehicles of each make, series, and model needed by the dealerto receive a percentage of total new vehicle sales of each make, series, andmodel equitably related to the total new vehicle production or importationcurrently being achieved nationally by each make, series, and model coveredunder the franchise. Upon the written request of any dealer holding its salesor sales and service franchise, the manufacturer or distributor shalldisclose to the dealer in writing the basis upon which new motor vehicles areallocated, scheduled, and delivered to the dealers of the same line-make. Inthe event that allocation is at issue in a request for a hearing, the dealermay demand the Commissioner to direct that the manufacturer or distributorprovide to the dealer, within thirty days of such demand, all records ofsales and all records of distribution of all motor vehicles to the sameline-make dealers who compete with the dealer requesting the hearing.
7a. To fail or refuse to offer to its same line-make franchised dealers allmodels manufactured for the line-make, or require a dealer to pay any extrafee, or remodel, renovate, or recondition the dealer's existing facilities,or purchase unreasonable advertising displays or other materials as aprerequisite to receiving a model or a series of vehicles.
7b. To require or otherwise coerce a dealer to underutilize the dealer'sfacilities by requiring or otherwise coercing a dealer to exclude or removefrom the dealer's facilities operations for selling or servicing of aline-make of vehicles for which the dealer has a franchise agreement toutilize the facilities.
8. To include in any franchise with a motor vehicle dealer terms that arecontrary to, prohibited by, or otherwise inconsistent with the requirementsof this chapter.
8a. For any franchise agreement, to require a motor vehicle dealer to pay theattorney's fees of the manufacturer or distributor related to hearings andappeals brought under this article.
9. To fail to include in any franchise with a motor vehicle dealer thefollowing language: "If any provision herein contravenes the laws orregulations of any state or other jurisdiction wherein this agreement is tobe performed, or denies access to the procedures, forums, or remediesprovided for by such laws or regulations, such provision shall be deemed tobe modified to conform to such laws or regulations, and all other terms andprovisions shall remain in full force," or words to that effect.
10. To enter into any agreement with a motor vehicle dealer in which themanufacturer, factory branch, distributor, distributor branch, or one of itsaffiliates is given site control over the premises of a dealer that does notterminate upon the occurrence of any of the following events: (i) the rightof the franchisor to manufacture or distribute the line-make of vehiclescovered by the dealer's franchise is sold, assigned, or otherwise transferredby the manufacturer, factory branch, distributor, or distributor branch toanother; (ii) the final termination of the dealer's franchise for any reason;or (iii) the manufacturer, factory branch, distributor, or distributor branchof its affiliate fails for any reason to exercise its right of first refusalto purchase the assets or ownership of the business of the dealer when giventhe opportunity to do so by virtue of its franchise agreement, anotheragreement, or as set forth in § 46.2-1569. For purposes of this subdivision,the term "site control" shall mean the contractual right to control in anyway the commercial use and development of the premises upon which a dealer'sbusiness operations are located, including the right to approve of additionalor different uses for the property beyond those of its franchise, the rightto lease or sublease the dealer's property, or the right or option topurchase the dealer's property.
(1988, c. 865, § 46.1-550.5:27; 1989, cc. 363, 686, 727; 1990, c. 83; 1992,c. 116; 1994, c. 385; 1995, cc. 767, 816; 1998, c. 682; 2007, cc. 827, 837;2009, cc. 173, 176; 2010, cc. 284, 318.)
§ 46.2-1569. Other coercion of dealers; transfer, grant, succession to andcancellation of dealer franchises; delivery of vehicles, parts, andaccessories.
Notwithstanding the terms of any franchise agreement, it shall be unlawfulfor any manufacturer, factory branch, distributor, or distributor branch, orany field representative, officer, agent, or their representatives:
1. To coerce or attempt to coerce any dealer to accept delivery of any motorvehicle or vehicles, parts or accessories therefor, or any other commodities,which have not been ordered by the dealer.
2. To coerce or attempt to coerce any dealer to enter into an agreement withthe manufacturer, factory branch, distributor, or distributor branch, orrepresentative thereof by threat to take or by taking any action in violationof the chapter, or by any other act unfair or injurious to the dealer.
2a. To coerce or attempt to coerce any dealer to join, contribute to, oraffiliate with any advertising association.
2b. To coerce or require any dealer to establish in connection with the saleof a motor vehicle prices at which the dealer shall sell products or servicesnot manufactured or distributed by the manufacturer, factory branch,distributor, or distributor branch, whether by agreement, program, incentiveprovision, or otherwise.
3. To prevent or refuse to approve the sale or transfer of the ownership of adealership by the sale of the business, stock transfer, or otherwise, or thetransfer, sale, or assignment of a dealer franchise, or a change in theexecutive management or principal operator of the dealership, unless thefranchisor provides written notice to the dealer of its objection and thereasons therefor by certified mail or overnight delivery or other methoddesigned to ensure delivery to the dealer at least thirty days prior to theproposed effective date of the transfer, sale, assignment, or change. No suchobjection shall be sufficient unless the failure to approve is reasonable.Notwithstanding the provisions of subsection D of § 46.2-1573, the onlygrounds that may be considered reasonable for a failure to approve are thatan individual who is the applicant or is in control of an entity that is anapplicant (i) lacks good moral character, (ii) lacks reasonable motor vehicledealership management experience and qualifications, (iii) lacks financialability to be the dealer, or (iv) fails to meet the standards otherwiseestablished by this title to be a dealer. No such objection shall beeffective to prevent the sale, transfer, assignment, or change if theCommissioner has determined, if requested in writing by the dealer withinthirty days after receipt of an objection to the proposed sale, transfer, orchange, and after a hearing on the matter, that the failure to permit orhonor the sale, transfer, assignment, or change is unreasonable under thecircumstances. No franchise may be sold, assigned, or transferred unless (i)the franchisor has been given at least ninety days' prior written notice bythe dealer as to the identity, financial ability, and qualifications of theproposed transferee on forms generally utilized by the franchisor to conductits review, as well as the full agreement for the proposed transaction, and(ii) the sale or transfer of the franchise and business will not involve,without the franchisor's consent, a relocation of the business.
3a. To impose a condition on the approval of the sale or transfer of theownership of a dealership by the sale of the business, stock transfer, orotherwise if the condition would violate the provisions of this title ifimposed on the existing dealer.
In the event the manufacturer, factory branch, distributor or distributorbranch takes action to prevent or refuse to approve the sale or transfer ofthe ownership of a dealership by the sale of the business, stock transfer, orotherwise, or the transfer, sale or assignment of a dealer franchise, or achange in the executive management or principal operator of the dealership,without a statement of specific grounds for doing so that is consistent withsubdivision 3 hereof or imposes a condition in violation of subdivision 3ahereof, that shall constitute a violation of this section. The existingdealer may request review of the action or imposition of the condition in ahearing by the Commissioner. If the Commissioner finds that the action or theimposition of the condition was a violation of this section, the Commissionermay order that the sale or transfer be approved by the manufacturer, factorybranch, distributor, or distributor branch, without imposition of thecondition. If the existing dealer does not request a hearing by theCommissioner concerning the action or the condition imposed by themanufacturer, factory branch, distributor, or distributor branch, and theaction or condition was the proximate cause of the failure of the contractfor the sale or transfer of ownership of the dealership, the applicant forapproval of the sale or transfer or the existing dealer, or both, maycommence an action at law for violation of this section. The action may becommenced in the circuit court of the city or county in which the dealer islocated, or in any other circuit court with permissible venue, within twoyears following the action or the imposition of the condition by themanufacturer, factory branch, distributor, or distributor branch for thedamages suffered by the applicant or the dealer as a result of the violationof this section by the manufacturer, factory branch, distributor, ordistributor branch, plus the applicant's or dealer's reasonable attorney feesand costs of litigation. Notwithstanding the foregoing, an exercise of theright of first refusal by the manufacturer, factory branch, distributor, ordistributor branch pursuant to § 46.2-1569.1 shall not be considered theimposition of a condition prohibited by this section.
4. To grant an additional franchise for a particular line-make of motorvehicle in a relevant market area in which a dealer or dealers in thatline-make are already located unless the franchisor has first advised inwriting all other dealers in the line-make in the relevant market area. Nosuch additional franchise may be established at the proposed site unless theCommissioner has determined, if requested by a dealer of the same line-makein the relevant market area within thirty days after receipt of thefranchisor's notice of intention to establish the additional franchise, andafter a hearing on the matter, that the franchisor can show by apreponderance of the evidence that after the grant of the new franchise, therelevant market area will support all of the dealers in that line-make in therelevant market area. Establishing a franchised dealer in a relevant marketarea to replace a franchised dealer that has not been in operation for morethan two years shall constitute the establishment of a new franchise subjectto the terms of this subdivision. The two-year period for replacing afranchised dealer shall begin on the day the franchise was terminated, or, ifa termination hearing was held, on the day the franchisor was legallypermitted finally to terminate the franchise. The relocation of a franchisein a relevant market area, whether by an existing dealer or by a dealer whois acquiring the franchise, shall constitute the establishment of a newfranchise subject to the terms of this subdivision. This subdivision shallnot apply to (i) the relocation of an existing dealer within that dealer'srelevant market area if the relocation site is to be more than ten milesdistant from any other dealer for the same line-make; (ii) the relocation ofan existing dealer within that dealer's relevant market area if therelocation site is to be more distant than the existing site from all otherdealers of the same line-make in that relevant market area; or (iii) therelocation of an existing new motor vehicle dealer within two miles of theexisting site of the relocating dealer.
5. Except as otherwise provided in this subdivision and notwithstanding theterms of any franchise, to terminate, cancel, or refuse to renew thefranchise of any dealer without good cause and unless (i) the dealer and theCommissioner have received written notice of the franchisor's intentions atleast sixty days prior to the effective date of such termination,cancellation, or the expiration date of the franchise, setting forth thespecific grounds for the action, and (ii) the Commissioner has determined, ifrequested in writing by the dealer within the sixty-day period and, after ahearing on the matter, that the franchisor has shown by a preponderance ofthe evidence that there is good cause for the termination, cancellation, ornonrenewal of the franchise. In any case where a petition is made to theCommissioner for a determination as to good cause for the termination,cancellation, or nonrenewal of a franchise, the franchise in question shallcontinue in effect pending the Commissioner's decision or, if that decisionis appealed to the circuit court, pending the decision of the circuit court.In any case in which a franchisor neither advises a dealer that it does notintend to renew a franchise nor takes any action to renew a franchise beyondits expiration date, the franchise in question shall continue in effect onthe terms last agreed to by the parties. Notwithstanding the other provisionsof this subdivision notice of termination, cancellation, or nonrenewal may beprovided to a dealer by a franchisor not less than fifteen days prior to theeffective date of such termination, cancellation, or nonrenewal when thegrounds for such action are any of the following:
a. Insolvency of the franchised motor vehicle dealer or filing of anypetition by or against the franchised motor vehicle dealer, under anybankruptcy or receivership law, leading to liquidation or which is intendedto lead to liquidation of the franchisee's business.
b. Failure of the franchised motor vehicle dealer to conduct its customarysales and service operations during its posted business hours for sevenconsecutive business days, except where the failure results from acts of Godor circumstances beyond the direct control of the franchised motor vehicledealer.
c. Revocation of any license which the franchised motor vehicle dealer isrequired to have to operate a dealership.
d. Conviction of the dealer or any principal of the dealer of a felony.
The change or discontinuance of a marketing or distribution system of aparticular line-make product by a manufacturer or distributor, while the nameidentification of the product is continued in substantial form by the same ora different manufacturer or distributor, may be considered to be a franchisetermination, cancellation, or nonrenewal. The provisions of this paragraphshall apply to changes and discontinuances made after January 1, 1989, butthey shall not be considered by any court in any case in which such a changeor discontinuance occurring prior to that date has been challenged asconstituting a termination, cancellation or nonrenewal.
5a. To fail to provide continued parts and service support to a dealer whichholds a franchise in a discontinued line-make for at least five years fromthe date of such discontinuance. This requirement shall not apply to aline-make which was discontinued prior to January 1, 1989.
5b. Upon the involuntary or voluntary termination, nonrenewal, orcancellation of the franchise of any dealer, by either the manufacturer,distributor, or factory branch or by the dealer, notwithstanding the terms ofany franchise whether entered into before or after the enactment of thissection, to fail to pay the dealer for at least the following:
(1) The dealer cost plus any charges by the franchisor for distribution,delivery, and taxes paid by the dealer, less all allowances paid to thedealer by the franchisor, for new and undamaged motor vehicles in thedealer's inventory acquired from the franchisor or from another dealer of thesame line - make in the ordinary course of business within 18 months oftermination;
(2) The dealer cost as shown in the price catalog of the franchisor currentat the time of repurchase of each new, unused, undamaged, and unsold part oraccessory if such part or accessory is in the current parts catalog and isstill in the original, resalable merchandising package and in unbroken lots,except that in the case of sheet metal, a comparable substitute for theoriginal package may be used;
(3) The fair market value of each undamaged sign owned by the dealer thatbears a trademark, trade name or commercial symbol used or claimed by thefranchisor if such sign was purchased from or at the request of thefranchisor;
(4) The fair market value of all special tools and automotive serviceequipment owned by the dealer that were recommended and designated as specialtools or equipment by the franchisor, if the tools and equipment are inusable and good condition, normal wear and tear excepted; and
(5) The reasonable cost of transporting, handling, packing, and loading ofmotor vehicles, parts, signs, tools, and special equipment subject torepurchase hereunder.
The provisions of this subdivision do not apply to a dealer who is unable toconvey clear title to the property identified in this subdivision.
For purposes of this subdivision, a voluntary termination shall not includethe transfer of the terminating dealer's franchised business in connectionwith a transfer of that business by means of sale of the equity ownership orassets thereof to another dealer.
5c. If the termination, cancellation, or nonrenewal of the dealer's franchiseis the result of the termination, elimination, or cessation of a line-make bythe manufacturer, distributor, or factory branch, then, in addition to thepayments to the dealer pursuant to subdivision 5b, the manufacturer,distributor, or factory branch shall be liable to the dealer for thefollowing:
(1) An amount at least equivalent to the fair market value of the franchisefor the line-make, which shall be the greater of that value determined as of(i) the date the franchisor announces the action that results in termination,cancellation, or nonrenewal, (ii) the date the action that resulted in thetermination, cancellation, or nonrenewal first became general knowledge, or(iii) the day 12 months prior to the date on which the notice of termination,cancellation, or nonrenewal is issued. In determining the fair market valueof a franchise for a line-make, if the line-make is not the only line-makefor which the dealer holds a franchise in the dealership facilities, thedealer shall also be entitled to compensation for the contribution of theline-make to payment of the rent or to covering obligation for the fairrental value of the dealership facilities for the period set forth insubdivision 5c (2). Fair market value of the franchise for the line-makeshall only include the goodwill value of the dealer's franchise for thatline-make in the dealer's relevant market area.
(2) If the line-make is the only line-make for which the dealer holds afranchise in the dealership facilities, the manufacturer, distributor, orfactory branch shall also pay assistance with respect to the dealershipfacilities leased or owned by the dealer as follows: (i) the manufacturer,distributor, or factory branch shall pay the dealer a sum equivalent to therent for the unexpired term of the lease or three years' rent, whichever isthe lesser, or (ii) if the dealer owns the dealership facilities, themanufacturer, distributor, or factory branch shall pay the dealer a sumequivalent to the reasonable rental value of the dealership facilities forthree years.
To be entitled to facilities assistance from the manufacturer, distributor,or factory branch, the dealer shall have the obligation to mitigate damagesby listing the dealership facilities for lease or sublease with a licensedreal estate agent within 30 days after the effective date of the terminationof the franchise and thereafter by reasonably cooperating with such realestate agent in the performance of the agent's duties and responsibilities.If the dealer is able to lease or sublease the dealership facilities on termsthat are consistent with local zoning requirements to preserve the right tosell motor vehicles from the dealership facilities and the terms of thedealer's lease, the dealer shall be obligated to pay the manufacturer the netrevenue received from such mitigation, but only following receipt offacilities assistance payments pursuant to clause (i) or (ii) of subdivision5c (2), and only up to the total amount of facilities assistance paymentsthat the dealer has received.
6. To fail to allow a dealer the right at any time to designate a member ofhis family as a successor to the dealership in the event of the death orincapacity of the dealer. It shall be unlawful to prevent or refuse to honorthe succession to a dealership by a member of the family of a deceased orincapacitated dealer if the franchisor has not provided to the member of thefamily previously designated by the dealer as his successor written notice ofits objections to the succession and of such person's right to seek a hearingon the matter before the Commissioner pursuant to this article, and theCommissioner determines, if requested in writing by such member of the familywithin thirty days of receipt of such notice from the franchisor, and after ahearing on the matter before the Commissioner pursuant to this article, thatthe failure to permit or honor the succession is unreasonable under thecircumstances. No member of the family may succeed to a franchise unless (i)the franchisor has been given written notice as to the identity, financialability, and qualifications of the member of the family in question, and (ii)the succession to the franchise will not involve, without the franchisor'sconsent, a relocation of the business.
7. To fail to ship monthly to any dealer, if ordered by the dealer, thenumber of new vehicles of each make, series, and model needed by the dealerto receive a percentage of total new vehicle sales of each make, series, andmodel equitably related to the total new vehicle production or importationcurrently being achieved nationally by each make, series, and model coveredunder the franchise. Upon the written request of any dealer holding its salesor sales and service franchise, the manufacturer or distributor shalldisclose to the dealer in writing the basis upon which new motor vehicles areallocated, scheduled, and delivered to the dealers of the same line-make. Inthe event that allocation is at issue in a request for a hearing, the dealermay demand the Commissioner to direct that the manufacturer or distributorprovide to the dealer, within thirty days of such demand, all records ofsales and all records of distribution of all motor vehicles to the sameline-make dealers who compete with the dealer requesting the hearing.
7a. To fail or refuse to offer to its same line-make franchised dealers allmodels manufactured for the line-make, or require a dealer to pay any extrafee, or remodel, renovate, or recondition the dealer's existing facilities,or purchase unreasonable advertising displays or other materials as aprerequisite to receiving a model or a series of vehicles.
7b. To require or otherwise coerce a dealer to underutilize the dealer'sfacilities by requiring or otherwise coercing a dealer to exclude or removefrom the dealer's facilities operations for selling or servicing of aline-make of vehicles for which the dealer has a franchise agreement toutilize the facilities.
8. To include in any franchise with a motor vehicle dealer terms that arecontrary to, prohibited by, or otherwise inconsistent with the requirementsof this chapter.
8a. For any franchise agreement, to require a motor vehicle dealer to pay theattorney's fees of the manufacturer or distributor related to hearings andappeals brought under this article.
9. To fail to include in any franchise with a motor vehicle dealer thefollowing language: "If any provision herein contravenes the laws orregulations of any state or other jurisdiction wherein this agreement is tobe performed, or denies access to the procedures, forums, or remediesprovided for by such laws or regulations, such provision shall be deemed tobe modified to conform to such laws or regulations, and all other terms andprovisions shall remain in full force," or words to that effect.
10. To enter into any agreement with a motor vehicle dealer in which themanufacturer, factory branch, distributor, distributor branch, or one of itsaffiliates is given site control over the premises of a dealer that does notterminate upon the occurrence of any of the following events: (i) the rightof the franchisor to manufacture or distribute the line-make of vehiclescovered by the dealer's franchise is sold, assigned, or otherwise transferredby the manufacturer, factory branch, distributor, or distributor branch toanother; (ii) the final termination of the dealer's franchise for any reason;or (iii) the manufacturer, factory branch, distributor, or distributor branchof its affiliate fails for any reason to exercise its right of first refusalto purchase the assets or ownership of the business of the dealer when giventhe opportunity to do so by virtue of its franchise agreement, anotheragreement, or as set forth in § 46.2-1569. For purposes of this subdivision,the term "site control" shall mean the contractual right to control in anyway the commercial use and development of the premises upon which a dealer'sbusiness operations are located, including the right to approve of additionalor different uses for the property beyond those of its franchise, the rightto lease or sublease the dealer's property, or the right or option topurchase the dealer's property.
(1988, c. 865, § 46.1-550.5:27; 1989, cc. 363, 686, 727; 1990, c. 83; 1992,c. 116; 1994, c. 385; 1995, cc. 767, 816; 1998, c. 682; 2007, cc. 827, 837;2009, cc. 173, 176; 2010, cc. 284, 318.)
§ 46.2-1569. Other coercion of dealers; transfer, grant, succession to andcancellation of dealer franchises; delivery of vehicles, parts, andaccessories.
Notwithstanding the terms of any franchise agreement, it shall be unlawfulfor any manufacturer, factory branch, distributor, or distributor branch, orany field representative, officer, agent, or their representatives:
1. To coerce or attempt to coerce any dealer to accept delivery of any motorvehicle or vehicles, parts or accessories therefor, or any other commodities,which have not been ordered by the dealer.
2. To coerce or attempt to coerce any dealer to enter into an agreement withthe manufacturer, factory branch, distributor, or distributor branch, orrepresentative thereof by threat to take or by taking any action in violationof the chapter, or by any other act unfair or injurious to the dealer.
2a. To coerce or attempt to coerce any dealer to join, contribute to, oraffiliate with any advertising association.
2b. To coerce or require any dealer to establish in connection with the saleof a motor vehicle prices at which the dealer shall sell products or servicesnot manufactured or distributed by the manufacturer, factory branch,distributor, or distributor branch, whether by agreement, program, incentiveprovision, or otherwise.
3. To prevent or refuse to approve the sale or transfer of the ownership of adealership by the sale of the business, stock transfer, or otherwise, or thetransfer, sale, or assignment of a dealer franchise, or a change in theexecutive management or principal operator of the dealership, unless thefranchisor provides written notice to the dealer of its objection and thereasons therefor by certified mail or overnight delivery or other methoddesigned to ensure delivery to the dealer at least thirty days prior to theproposed effective date of the transfer, sale, assignment, or change. No suchobjection shall be sufficient unless the failure to approve is reasonable.Notwithstanding the provisions of subsection D of § 46.2-1573, the onlygrounds that may be considered reasonable for a failure to approve are thatan individual who is the applicant or is in control of an entity that is anapplicant (i) lacks good moral character, (ii) lacks reasonable motor vehicledealership management experience and qualifications, (iii) lacks financialability to be the dealer, or (iv) fails to meet the standards otherwiseestablished by this title to be a dealer. No such objection shall beeffective to prevent the sale, transfer, assignment, or change if theCommissioner has determined, if requested in writing by the dealer withinthirty days after receipt of an objection to the proposed sale, transfer, orchange, and after a hearing on the matter, that the failure to permit orhonor the sale, transfer, assignment, or change is unreasonable under thecircumstances. No franchise may be sold, assigned, or transferred unless (i)the franchisor has been given at least ninety days' prior written notice bythe dealer as to the identity, financial ability, and qualifications of theproposed transferee on forms generally utilized by the franchisor to conductits review, as well as the full agreement for the proposed transaction, and(ii) the sale or transfer of the franchise and business will not involve,without the franchisor's consent, a relocation of the business.
3a. To impose a condition on the approval of the sale or transfer of theownership of a dealership by the sale of the business, stock transfer, orotherwise if the condition would violate the provisions of this title ifimposed on the existing dealer.
In the event the manufacturer, factory branch, distributor or distributorbranch takes action to prevent or refuse to approve the sale or transfer ofthe ownership of a dealership by the sale of the business, stock transfer, orotherwise, or the transfer, sale or assignment of a dealer franchise, or achange in the executive management or principal operator of the dealership,without a statement of specific grounds for doing so that is consistent withsubdivision 3 hereof or imposes a condition in violation of subdivision 3ahereof, that shall constitute a violation of this section. The existingdealer may request review of the action or imposition of the condition in ahearing by the Commissioner. If the Commissioner finds that the action or theimposition of the condition was a violation of this section, the Commissionermay order that the sale or transfer be approved by the manufacturer, factorybranch, distributor, or distributor branch, without imposition of thecondition. If the existing dealer does not request a hearing by theCommissioner concerning the action or the condition imposed by themanufacturer, factory branch, distributor, or distributor branch, and theaction or condition was the proximate cause of the failure of the contractfor the sale or transfer of ownership of the dealership, the applicant forapproval of the sale or transfer or the existing dealer, or both, maycommence an action at law for violation of this section. The action may becommenced in the circuit court of the city or county in which the dealer islocated, or in any other circuit court with permissible venue, within twoyears following the action or the imposition of the condition by themanufacturer, factory branch, distributor, or distributor branch for thedamages suffered by the applicant or the dealer as a result of the violationof this section by the manufacturer, factory branch, distributor, ordistributor branch, plus the applicant's or dealer's reasonable attorney feesand costs of litigation. Notwithstanding the foregoing, an exercise of theright of first refusal by the manufacturer, factory branch, distributor, ordistributor branch pursuant to § 46.2-1569.1 shall not be considered theimposition of a condition prohibited by this section.
4. To grant an additional franchise for a particular line-make of motorvehicle in a relevant market area in which a dealer or dealers in thatline-make are already located unless the franchisor has first advised inwriting all other dealers in the line-make in the relevant market area. Nosuch additional franchise may be established at the proposed site unless theCommissioner has determined, if requested by a dealer of the same line-makein the relevant market area within thirty days after receipt of thefranchisor's notice of intention to establish the additional franchise, andafter a hearing on the matter, that the franchisor can show by apreponderance of the evidence that after the grant of the new franchise, therelevant market area will support all of the dealers in that line-make in therelevant market area. Establishing a franchised dealer in a relevant marketarea to replace a franchised dealer that has not been in operation for morethan two years shall constitute the establishment of a new franchise subjectto the terms of this subdivision. The two-year period for replacing afranchised dealer shall begin on the day the franchise was terminated, or, ifa termination hearing was held, on the day the franchisor was legallypermitted finally to terminate the franchise. The relocation of a franchisein a relevant market area, whether by an existing dealer or by a dealer whois acquiring the franchise, shall constitute the establishment of a newfranchise subject to the terms of this subdivision. This subdivision shallnot apply to (i) the relocation of an existing dealer within that dealer'srelevant market area if the relocation site is to be more than ten milesdistant from any other dealer for the same line-make; (ii) the relocation ofan existing dealer within that dealer's relevant market area if therelocation site is to be more distant than the existing site from all otherdealers of the same line-make in that relevant market area; or (iii) therelocation of an existing new motor vehicle dealer within two miles of theexisting site of the relocating dealer.
5. Except as otherwise provided in this subdivision and notwithstanding theterms of any franchise, to terminate, cancel, or refuse to renew thefranchise of any dealer without good cause and unless (i) the dealer and theCommissioner have received written notice of the franchisor's intentions atleast sixty days prior to the effective date of such termination,cancellation, or the expiration date of the franchise, setting forth thespecific grounds for the action, and (ii) the Commissioner has determined, ifrequested in writing by the dealer within the sixty-day period and, after ahearing on the matter, that the franchisor has shown by a preponderance ofthe evidence that there is good cause for the termination, cancellation, ornonrenewal of the franchise. In any case where a petition is made to theCommissioner for a determination as to good cause for the termination,cancellation, or nonrenewal of a franchise, the franchise in question shallcontinue in effect pending the Commissioner's decision or, if that decisionis appealed to the circuit court, pending the decision of the circuit court.In any case in which a franchisor neither advises a dealer that it does notintend to renew a franchise nor takes any action to renew a franchise beyondits expiration date, the franchise in question shall continue in effect onthe terms last agreed to by the parties. Notwithstanding the other provisionsof this subdivision notice of termination, cancellation, or nonrenewal may beprovided to a dealer by a franchisor not less than fifteen days prior to theeffective date of such termination, cancellation, or nonrenewal when thegrounds for such action are any of the following:
a. Insolvency of the franchised motor vehicle dealer or filing of anypetition by or against the franchised motor vehicle dealer, under anybankruptcy or receivership law, leading to liquidation or which is intendedto lead to liquidation of the franchisee's business.
b. Failure of the franchised motor vehicle dealer to conduct its customarysales and service operations during its posted business hours for sevenconsecutive business days, except where the failure results from acts of Godor circumstances beyond the direct control of the franchised motor vehicledealer.
c. Revocation of any license which the franchised motor vehicle dealer isrequired to have to operate a dealership.
d. Conviction of the dealer or any principal of the dealer of a felony.
The change or discontinuance of a marketing or distribution system of aparticular line-make product by a manufacturer or distributor, while the nameidentification of the product is continued in substantial form by the same ora different manufacturer or distributor, may be considered to be a franchisetermination, cancellation, or nonrenewal. The provisions of this paragraphshall apply to changes and discontinuances made after January 1, 1989, butthey shall not be considered by any court in any case in which such a changeor discontinuance occurring prior to that date has been challenged asconstituting a termination, cancellation or nonrenewal.
5a. To fail to provide continued parts and service support to a dealer whichholds a franchise in a discontinued line-make for at least five years fromthe date of such discontinuance. This requirement shall not apply to aline-make which was discontinued prior to January 1, 1989.
5b. Upon the involuntary or voluntary termination, nonrenewal, orcancellation of the franchise of any dealer, by either the manufacturer,distributor, or factory branch or by the dealer, notwithstanding the terms ofany franchise whether entered into before or after the enactment of thissection, to fail to pay the dealer for at least the following:
(1) The dealer cost plus any charges by the franchisor for distribution,delivery, and taxes paid by the dealer, less all allowances paid to thedealer by the franchisor, for new and undamaged motor vehicles in thedealer's inventory acquired from the franchisor or from another dealer of thesame line - make in the ordinary course of business within 18 months oftermination;
(2) The dealer cost as shown in the price catalog of the franchisor currentat the time of repurchase of each new, unused, undamaged, and unsold part oraccessory if such part or accessory is in the current parts catalog and isstill in the original, resalable merchandising package and in unbroken lots,except that in the case of sheet metal, a comparable substitute for theoriginal package may be used;
(3) The fair market value of each undamaged sign owned by the dealer thatbears a trademark, trade name or commercial symbol used or claimed by thefranchisor if such sign was purchased from or at the request of thefranchisor;
(4) The fair market value of all special tools and automotive serviceequipment owned by the dealer that were recommended and designated as specialtools or equipment by the franchisor, if the tools and equipment are inusable and good condition, normal wear and tear excepted; and
(5) The reasonable cost of transporting, handling, packing, and loading ofmotor vehicles, parts, signs, tools, and special equipment subject torepurchase hereunder.
The provisions of this subdivision do not apply to a dealer who is unable toconvey clear title to the property identified in this subdivision.
For purposes of this subdivision, a voluntary termination shall not includethe transfer of the terminating dealer's franchised business in connectionwith a transfer of that business by means of sale of the equity ownership orassets thereof to another dealer.
5c. If the termination, cancellation, or nonrenewal of the dealer's franchiseis the result of the termination, elimination, or cessation of a line-make bythe manufacturer, distributor, or factory branch, then, in addition to thepayments to the dealer pursuant to subdivision 5b, the manufacturer,distributor, or factory branch shall be liable to the dealer for thefollowing:
(1) An amount at least equivalent to the fair market value of the franchisefor the line-make, which shall be the greater of that value determined as of(i) the date the franchisor announces the action that results in termination,cancellation, or nonrenewal, (ii) the date the action that resulted in thetermination, cancellation, or nonrenewal first became general knowledge, or(iii) the day 12 months prior to the date on which the notice of termination,cancellation, or nonrenewal is issued. In determining the fair market valueof a franchise for a line-make, if the line-make is not the only line-makefor which the dealer holds a franchise in the dealership facilities, thedealer shall also be entitled to compensation for the contribution of theline-make to payment of the rent or to covering obligation for the fairrental value of the dealership facilities for the period set forth insubdivision 5c (2). Fair market value of the franchise for the line-makeshall only include the goodwill value of the dealer's franchise for thatline-make in the dealer's relevant market area.
(2) If the line-make is the only line-make for which the dealer holds afranchise in the dealership facilities, the manufacturer, distributor, orfactory branch shall also pay assistance with respect to the dealershipfacilities leased or owned by the dealer as follows: (i) the manufacturer,distributor, or factory branch shall pay the dealer a sum equivalent to therent for the unexpired term of the lease or three years' rent, whichever isthe lesser, or (ii) if the dealer owns the dealership facilities, themanufacturer, distributor, or factory branch shall pay the dealer a sumequivalent to the reasonable rental value of the dealership facilities forthree years.
To be entitled to facilities assistance from the manufacturer, distributor,or factory branch, the dealer shall have the obligation to mitigate damagesby listing the dealership facilities for lease or sublease with a licensedreal estate agent within 30 days after the effective date of the terminationof the franchise and thereafter by reasonably cooperating with such realestate agent in the performance of the agent's duties and responsibilities.If the dealer is able to lease or sublease the dealership facilities on termsthat are consistent with local zoning requirements to preserve the right tosell motor vehicles from the dealership facilities and the terms of thedealer's lease, the dealer shall be obligated to pay the manufacturer the netrevenue received from such mitigation, but only following receipt offacilities assistance payments pursuant to clause (i) or (ii) of subdivision5c (2), and only up to the total amount of facilities assistance paymentsthat the dealer has received.
6. To fail to allow a dealer the right at any time to designate a member ofhis family as a successor to the dealership in the event of the death orincapacity of the dealer. It shall be unlawful to prevent or refuse to honorthe succession to a dealership by a member of the family of a deceased orincapacitated dealer if the franchisor has not provided to the member of thefamily previously designated by the dealer as his successor written notice ofits objections to the succession and of such person's right to seek a hearingon the matter before the Commissioner pursuant to this article, and theCommissioner determines, if requested in writing by such member of the familywithin thirty days of receipt of such notice from the franchisor, and after ahearing on the matter before the Commissioner pursuant to this article, thatthe failure to permit or honor the succession is unreasonable under thecircumstances. No member of the family may succeed to a franchise unless (i)the franchisor has been given written notice as to the identity, financialability, and qualifications of the member of the family in question, and (ii)the succession to the franchise will not involve, without the franchisor'sconsent, a relocation of the business.
7. To fail to ship monthly to any dealer, if ordered by the dealer, thenumber of new vehicles of each make, series, and model needed by the dealerto receive a percentage of total new vehicle sales of each make, series, andmodel equitably related to the total new vehicle production or importationcurrently being achieved nationally by each make, series, and model coveredunder the franchise. Upon the written request of any dealer holding its salesor sales and service franchise, the manufacturer or distributor shalldisclose to the dealer in writing the basis upon which new motor vehicles areallocated, scheduled, and delivered to the dealers of the same line-make. Inthe event that allocation is at issue in a request for a hearing, the dealermay demand the Commissioner to direct that the manufacturer or distributorprovide to the dealer, within thirty days of such demand, all records ofsales and all records of distribution of all motor vehicles to the sameline-make dealers who compete with the dealer requesting the hearing.
7a. To fail or refuse to offer to its same line-make franchised dealers allmodels manufactured for the line-make, or require a dealer to pay any extrafee, or remodel, renovate, or recondition the dealer's existing facilities,or purchase unreasonable advertising displays or other materials as aprerequisite to receiving a model or a series of vehicles.
7b. To require or otherwise coerce a dealer to underutilize the dealer'sfacilities by requiring or otherwise coercing a dealer to exclude or removefrom the dealer's facilities operations for selling or servicing of aline-make of vehicles for which the dealer has a franchise agreement toutilize the facilities.
8. To include in any franchise with a motor vehicle dealer terms that arecontrary to, prohibited by, or otherwise inconsistent with the requirementsof this chapter.
8a. For any franchise agreement, to require a motor vehicle dealer to pay theattorney's fees of the manufacturer or distributor related to hearings andappeals brought under this article.
9. To fail to include in any franchise with a motor vehicle dealer thefollowing language: "If any provision herein contravenes the laws orregulations of any state or other jurisdiction wherein this agreement is tobe performed, or denies access to the procedures, forums, or remediesprovided for by such laws or regulations, such provision shall be deemed tobe modified to conform to such laws or regulations, and all other terms andprovisions shall remain in full force," or words to that effect.
10. To enter into any agreement with a motor vehicle dealer in which themanufacturer, factory branch, distributor, distributor branch, or one of itsaffiliates is given site control over the premises of a dealer that does notterminate upon the occurrence of any of the following events: (i) the rightof the franchisor to manufacture or distribute the line-make of vehiclescovered by the dealer's franchise is sold, assigned, or otherwise transferredby the manufacturer, factory branch, distributor, or distributor branch toanother; (ii) the final termination of the dealer's franchise for any reason;or (iii) the manufacturer, factory branch, distributor, or distributor branchof its affiliate fails for any reason to exercise its right of first refusalto purchase the assets or ownership of the business of the dealer when giventhe opportunity to do so by virtue of its franchise agreement, anotheragreement, or as set forth in § 46.2-1569. For purposes of this subdivision,the term "site control" shall mean the contractual right to control in anyway the commercial use and development of the premises upon which a dealer'sbusiness operations are located, including the right to approve of additionalor different uses for the property beyond those of its franchise, the rightto lease or sublease the dealer's property, or the right or option topurchase the dealer's property.
(1988, c. 865, § 46.1-550.5:27; 1989, cc. 363, 686, 727; 1990, c. 83; 1992,c. 116; 1994, c. 385; 1995, cc. 767, 816; 1998, c. 682; 2007, cc. 827, 837;2009, cc. 173, 176; 2010, cc. 284, 318.)
