§ 4100e. Right of first refusal

In the event of a proposed sale or transfer of all or substantially all ownership or transfer of all or substantially all dealership assets, and if the franchise agreement has a right of first refusal in favor of the manufacturer, distributor, or franchisor, then notwithstanding the terms of the franchise agreement, the manufacturer, distributor, or franchisor shall be permitted to exercise a right of first refusal to acquire the new motor vehicle dealer's assets or ownership only if all of the following requirements are met:

(1) In order to exercise the right of first refusal, the manufacturer or distributor shall notify the new motor vehicle dealer in writing of its intent to exercise its right of first refusal within the 60-day notice limit provided in subdivision 4097(11) of this title.

(2) The exercise of the right of first refusal will result in the owner of the dealership receiving the same or greater consideration as the owner has contracted to receive in connection with the proposed change of ownership or transfer.

(3) The proposed change in the dealership's ownership or transfer of assets does not involve the transfer or sale to any of the following members of the family of one or more owners:

(A) a designated family member or members, including any of the following members of one or more dealer owners:

(i) the spouse;

(ii) a child;

(iii) a grandchild;

(iv) the spouse of a child or a grandchild;

(v) a sibling;

(vi) a parent;

(B) a manager:

(i) employed by the dealer in the dealership during the previous two years; and

(ii) who is otherwise qualified as a dealer operator;

(C) a partnership or corporation controlled by any of the family members described in subdivision (A) of this subdivision (3);

(D) a trust arrangement established or to be established:

(i) for the purpose of allowing the new motor vehicle dealer to continue to qualify as such under the manufacturer's or distributor's standards; or

(ii) to provide for the succession of the franchise agreement to designated family members or qualified management in the event of the death or incapacity of the dealer or its principal owner or owners.

(4) The manufacturer or distributor agrees to pay the reasonable expenses, including attorney's fees which do not exceed the usual, customary, and reasonable fees charged for similar work done for other clients, incurred by the proposed owner or proposed transferee prior to the manufacturer's or distributor's exercise of its right of first refusal in negotiating and implementing the contract for the proposed sale or transfer of the dealership or dealership assets. (Added 2009, No. 57, § 1, eff. June 1, 2009.)