{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/59.1-21.15_2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/59.1-21.15_2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/59.1-21.15_2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/59.1-21.15_2.html"}],"law_id":75790,"edition_id":1,"section_id":75790,"structure_id":14858,"section_number":"59.1-21.15:2","catch_line":"Franchisor’s obligation to offer leased marketing premises to occupying dealer","history":"2014, c. 222.","full_text":"A\n\nAs used in this section, unless the context requires otherwise:\n\t\t\t“Bona fide offer” means an offer by the franchisor to the dealer that approximates the fair market value of the leased marketing premises under an objectively reasonable analysis, and:1\n\nIn the case of the franchisor offering to the dealer a right of first refusal regarding an offer to purchase the marketing premises that has been made to the franchisor by a third party regarding the leased marketing premises, the offer made by such third party shall be a bona fide offer acceptable to the franchisor, and may not be an offer that has been unfairly or improperly established by either the franchisor or the third party offer; or2\n\nIn the case of service station premises that the franchisor leases from a third party, and providing the lease allows the assignment of such lease by the franchisor, the franchisor’s lease rights in the station premises shall be transferred or assigned to the dealer, with the franchisor making a bona fide offer with regard to the sale of structures located on the station’s premises, including all pumps, dispensers, storage tanks, piping, and all other equipment located upon the premises necessary for the continued operation of a service station.\n\t\t\t\tIf the leased marketing premises occupied by a dealer are to be part of a sale of multiple properties owned or controlled by the franchisor, a bona fide offer shall reasonably allocate a portion of the total price for the multiple properties intended to be sold to the leased marketing premises occupied by the dealer in order to allow the dealer to exercise the dealer’s right of first refusal regarding the leased marketing premises occupied by the dealer. In making such allocation, the purpose shall be to determine the fair market value of the leased marketing premises under an objectively reasonable analysis.\n\t\t\t\tA bona fide offer shall (i) include the sale of all structures located on the leased marketing premises, including all pumps, dispensers, storage tanks, piping, and all other equipment located upon the premises necessary for the continued operation of a service station if the dealer exercises the dealer’s right to buy; (ii) not include a requirement that the dealer enter into a supply agreement with the selling franchisor or with any other party and, to the extent that a bona fide offer acceptable to the franchisor from a third party contains such a supply agreement, it shall not be applicable to the dealer; and (iii) not, unless freely negotiated by the dealer, release the continuing obligations of the franchisor with regard to any environmental obligations regarding the service station premises nor require the dealer to assume such obligations of the franchisor with regard to the dealer’s purchase of the premises or acquisition of the franchisor’s rights in the premises. In conjunction with the dealer’s acquisition of the rights of the franchisor in the leased marketing premises, such environmental tests, surveys, and other due diligence investigations shall be conducted as are customary in such transactions.\n\t\t\t\t“Leased marketing premises” means marketing premises owned, leased, or controlled by a franchisor and that the dealer is authorized or permitted, under the petroleum franchise, to employ, to occupy, or both in connection with the sale, consignment, or distribution of petroleum products.\n\t\t\t\t“Supply agreement” means an agreement, oral or written, under which a party is to supply, and a dealer is required to buy, petroleum products.B\n\nIn the case of leased marketing premises owned by a franchisor, or in which a franchisor owns a leasehold interest, which premises are occupied by a dealer, the franchisor shall not sell, transfer, or assign to another person the franchisor’s interest in the premises unless the franchisor has first either made a bona fide offer to sell, transfer, or assign to the dealer the franchisor’s interest in the premises, other than signs displaying the refiner’s insignia and any other trademarked, service marked, copyrighted, or patented items of the franchisor, or, if applicable, offered to the dealer a right of first refusal of any bona fide offer acceptable to the franchisor made by another person to acquire the franchisor’s interest in the premises.C\n\nNothing in this section shall be deemed to require a franchisor to continue an existing franchise relationship, or to renew a franchise relationship, if not otherwise required by federal law.D\n\nNothing in this section shall be deemed to require a franchisor to continue to supply petroleum products to a dealer if the dealer exercises its right to acquire the interests of the franchisor in the premises.E\n\nThe bona fide offer required to be made to the dealer by the franchisor shall:1\n\nBe in writing;2\n\nSet forth fully and completely all terms and conditions of the offer being made by the franchisor;3\n\nIn the case of a bona fide offer being made by a third party to acquire the interests of the franchisor in the property, which offer is acceptable to the franchisor, also contain a full copy of the proposal of the third party, or the contract or its equivalent between the franchisor and the third party if such a contract exists, to include all schedules, attachments, addenda, or their equivalent; and4\n\nIn the case of leased marketing premises that the franchisor leases from a third party or parties, also contain a full copy of the underlying lease, including all schedules, attachments, addenda, or their equivalent.F\n\nAfter receipt of the bona fide offer from the franchisor, the dealer shall have a period of not less than 60 days within which to exercise the dealer’s rights as established under this section, which exercise shall be effective upon delivering written notice of such exercise to the franchisor. After exercise of the dealer’s rights, the closing on, and transfer of, the leased marketing premises shall occur (i) within 60 days after the dealer’s exercise of such rights or (ii) on or before the closing date established within the bona fide offer regarding which the dealer has exercised the dealer’s right of first refusal under this section, whichever date occurs later.G\n\nThe provisions of this section shall apply only to the sale, assignment, or transfer of a franchisor’s interest in or to any leased marketing premises located only in Planning District 8, and shall not apply to leased marketing premises owned or controlled by a jobber\/distributor.","order_by":null,"text":{"0":{"id":272102,"text":"As used in this section, unless the context requires otherwise:\n\t\t\t“Bona fide offer” means an offer by the franchisor to the dealer that approximates the fair market value of the leased marketing premises under an objectively reasonable analysis, and:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":272103,"text":"In the case of the franchisor offering to the dealer a right of first refusal regarding an offer to purchase the marketing premises that has been made to the franchisor by a third party regarding the leased marketing premises, the offer made by such third party shall be a bona fide offer acceptable to the franchisor, and may not be an offer that has been unfairly or improperly established by either the franchisor or the third party offer; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":272104,"text":"In the case of service station premises that the franchisor leases from a third party, and providing the lease allows the assignment of such lease by the franchisor, the franchisor’s lease rights in the station premises shall be transferred or assigned to the dealer, with the franchisor making a bona fide offer with regard to the sale of structures located on the station’s premises, including all pumps, dispensers, storage tanks, piping, and all other equipment located upon the premises necessary for the continued operation of a service station.\n\t\t\t\tIf the leased marketing premises occupied by a dealer are to be part of a sale of multiple properties owned or controlled by the franchisor, a bona fide offer shall reasonably allocate a portion of the total price for the multiple properties intended to be sold to the leased marketing premises occupied by the dealer in order to allow the dealer to exercise the dealer’s right of first refusal regarding the leased marketing premises occupied by the dealer. In making such allocation, the purpose shall be to determine the fair market value of the leased marketing premises under an objectively reasonable analysis.\n\t\t\t\tA bona fide offer shall (i) include the sale of all structures located on the leased marketing premises, including all pumps, dispensers, storage tanks, piping, and all other equipment located upon the premises necessary for the continued operation of a service station if the dealer exercises the dealer’s right to buy; (ii) not include a requirement that the dealer enter into a supply agreement with the selling franchisor or with any other party and, to the extent that a bona fide offer acceptable to the franchisor from a third party contains such a supply agreement, it shall not be applicable to the dealer; and (iii) not, unless freely negotiated by the dealer, release the continuing obligations of the franchisor with regard to any environmental obligations regarding the service station premises nor require the dealer to assume such obligations of the franchisor with regard to the dealer’s purchase of the premises or acquisition of the franchisor’s rights in the premises. In conjunction with the dealer’s acquisition of the rights of the franchisor in the leased marketing premises, such environmental tests, surveys, and other due diligence investigations shall be conducted as are customary in such transactions.\n\t\t\t\t“Leased marketing premises” means marketing premises owned, leased, or controlled by a franchisor and that the dealer is authorized or permitted, under the petroleum franchise, to employ, to occupy, or both in connection with the sale, consignment, or distribution of petroleum products.\n\t\t\t\t“Supply agreement” means an agreement, oral or written, under which a party is to supply, and a dealer is required to buy, petroleum products.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":272105,"text":"In the case of leased marketing premises owned by a franchisor, or in which a franchisor owns a leasehold interest, which premises are occupied by a dealer, the franchisor shall not sell, transfer, or assign to another person the franchisor’s interest in the premises unless the franchisor has first either made a bona fide offer to sell, transfer, or assign to the dealer the franchisor’s interest in the premises, other than signs displaying the refiner’s insignia and any other trademarked, service marked, copyrighted, or patented items of the franchisor, or, if applicable, offered to the dealer a right of first refusal of any bona fide offer acceptable to the franchisor made by another person to acquire the franchisor’s interest in the premises.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":272106,"text":"Nothing in this section shall be deemed to require a franchisor to continue an existing franchise relationship, or to renew a franchise relationship, if not otherwise required by federal law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":272107,"text":"Nothing in this section shall be deemed to require a franchisor to continue to supply petroleum products to a dealer if the dealer exercises its right to acquire the interests of the franchisor in the premises.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":272108,"text":"The bona fide offer required to be made to the dealer by the franchisor shall:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"7":{"id":272109,"text":"Be in writing;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"8":{"id":272110,"text":"Set forth fully and completely all terms and conditions of the offer being made by the franchisor;","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"9":{"id":272111,"text":"In the case of a bona fide offer being made by a third party to acquire the interests of the franchisor in the property, which offer is acceptable to the franchisor, also contain a full copy of the proposal of the third party, or the contract or its equivalent between the franchisor and the third party if such a contract exists, to include all schedules, attachments, addenda, or their equivalent; and","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"10":{"id":272112,"text":"In the case of leased marketing premises that the franchisor leases from a third party or parties, also contain a full copy of the underlying lease, including all schedules, attachments, addenda, or their equivalent.","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"F"},"11":{"id":272113,"text":"After receipt of the bona fide offer from the franchisor, the dealer shall have a period of not less than 60 days within which to exercise the dealer’s rights as established under this section, which exercise shall be effective upon delivering written notice of such exercise to the franchisor. After exercise of the dealer’s rights, the closing on, and transfer of, the leased marketing premises shall occur (i) within 60 days after the dealer’s exercise of such rights or (ii) on or before the closing date established within the bona fide offer regarding which the dealer has exercised the dealer’s right of first refusal under this section, whichever date occurs later.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E4","next_prefix":"G"},"12":{"id":272114,"text":"The provisions of this section shall apply only to the sale, assignment, or transfer of a franchisor’s interest in or to any leased marketing premises located only in Planning District 8, and shall not apply to leased marketing premises owned or controlled by a jobber\/distributor.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"ancestry":[{"id":14858,"edition_id":1,"name":"Virginia Petroleum Products Franchise Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12809,"metadata":{},"date_created":"2026-06-26 03:50:26","date_modified":"2026-06-26 03:50:26","permalink":{"id":260155,"object_type":"structure","relational_id":14858,"identifier":"2.2","token":"59.1\/2.2","url":"\/59.1\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12809,"edition_id":1,"name":"Trade and Commerce","identifier":"59.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":259521,"object_type":"structure","relational_id":12809,"identifier":"59.1","token":"59.1","url":"\/59.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":67296,"structure_id":14858,"section_number":"59.1-21.10","catch_line":"Definitions","url":"\/59.1-21.10\/","token":"59.1\/2.2\/59.1-21.10","metadata":false},{"id":68043,"structure_id":14858,"section_number":"59.1-21.11","catch_line":"Required provisions pertaining to agreements between refiners and dealers","url":"\/59.1-21.11\/","token":"59.1\/2.2\/59.1-21.11","metadata":false},{"id":61957,"structure_id":14858,"section_number":"59.1-21.11:1","catch_line":"Waiver of constitutional rights prohibited","url":"\/59.1-21.11_1\/","token":"59.1\/2.2\/59.1-21.11_1","metadata":false},{"id":63504,"structure_id":14858,"section_number":"59.1-21.11:2","catch_line":"Required provisions pertaining to agreements between jobber\/distributors and dealers","url":"\/59.1-21.11_2\/","token":"59.1\/2.2\/59.1-21.11_2","metadata":false},{"id":81543,"structure_id":14858,"section_number":"59.1-21.12","catch_line":"Civil action for violation of chapter","url":"\/59.1-21.12\/","token":"59.1\/2.2\/59.1-21.12","metadata":false},{"id":82373,"structure_id":14858,"section_number":"59.1-21.13","catch_line":"Obligation of refiner to repurchase upon termination, etc., of agreement","url":"\/59.1-21.13\/","token":"59.1\/2.2\/59.1-21.13","metadata":false},{"id":58062,"structure_id":14858,"section_number":"59.1-21.14","catch_line":"Producer or refiner not to terminate, etc., agreement without notice and reasonable cause; nonrenewal by franchisor","url":"\/59.1-21.14\/","token":"59.1\/2.2\/59.1-21.14","metadata":false},{"id":57069,"structure_id":14858,"section_number":"59.1-21.15","catch_line":"Disclosures to be made by refiner before conclusion of agreement","url":"\/59.1-21.15\/","token":"59.1\/2.2\/59.1-21.15","metadata":false},{"id":56778,"structure_id":14858,"section_number":"59.1-21.15:1","catch_line":"Continued rights of dealers upon sale or assignment of franchise agreement","url":"\/59.1-21.15_1\/","token":"59.1\/2.2\/59.1-21.15_1","metadata":false},{"id":75790,"structure_id":14858,"section_number":"59.1-21.15:2","catch_line":"Franchisor's obligation to offer leased marketing premises to occupying dealer","url":"\/59.1-21.15_2\/","token":"59.1\/2.2\/59.1-21.15_2","metadata":false},{"id":85434,"structure_id":14858,"section_number":"59.1-21.16","catch_line":"Authority of Attorney General under \u00a7 59.1-68.2 not limited","url":"\/59.1-21.16\/","token":"59.1\/2.2\/59.1-21.16","metadata":false},{"id":80011,"structure_id":14858,"section_number":"59.1-21.16:1","catch_line":"Expired","url":"\/59.1-21.16_1\/","token":"59.1\/2.2\/59.1-21.16_1","metadata":false},{"id":70716,"structure_id":14858,"section_number":"59.1-21.16:2","catch_line":"Operation of retail outlet by refiner; apportionment of fuels during periods of shortage; rules and regulations","url":"\/59.1-21.16_2\/","token":"59.1\/2.2\/59.1-21.16_2","metadata":false},{"id":80526,"structure_id":14858,"section_number":"59.1-21.17","catch_line":"Effective date of chapter","url":"\/59.1-21.17\/","token":"59.1\/2.2\/59.1-21.17","metadata":false},{"id":78630,"structure_id":14858,"section_number":"59.1-21.18","catch_line":"Repealed","url":"\/59.1-21.18\/","token":"59.1\/2.2\/59.1-21.18","metadata":false},{"id":79930,"structure_id":14858,"section_number":"59.1-21.18:1","catch_line":"Exclusions","url":"\/59.1-21.18_1\/","token":"59.1\/2.2\/59.1-21.18_1","metadata":false},{"id":83674,"structure_id":14858,"section_number":"59.1-21.8","catch_line":"Short title","url":"\/59.1-21.8\/","token":"59.1\/2.2\/59.1-21.8","metadata":false},{"id":77398,"structure_id":14858,"section_number":"59.1-21.9","catch_line":"Findings of General Assembly","url":"\/59.1-21.9\/","token":"59.1\/2.2\/59.1-21.9","metadata":false}],"previous_section":{"id":56778,"structure_id":14858,"section_number":"59.1-21.15:1","catch_line":"Continued rights of dealers upon sale or assignment of franchise agreement","url":"\/59.1-21.15_1\/","token":"59.1\/2.2\/59.1-21.15_1","metadata":false},"next_section":{"id":85434,"structure_id":14858,"section_number":"59.1-21.16","catch_line":"Authority of Attorney General under \u00a7 59.1-68.2 not limited","url":"\/59.1-21.16\/","token":"59.1\/2.2\/59.1-21.16","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/59.1-21.15:2\/","history_text":"

This law was first created in 2014. The record of its establishment is cataloged in chapter 222<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":77398,"section_number":"59.1-21.9","catch_line":"Findings of General Assembly","order_by":null,"url":"\/59.1-21.9\/"}],"refers_to":false,"permalink":{"id":260193,"object_type":"law","relational_id":75790,"identifier":"59.1-21.15:2","token":"59.1\/2.2\/59.1-21.15_2","url":"\/59.1-21.15_2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/59.1-21.15_2\/","token":"59.1\/2.2\/59.1-21.15_2","dublin_core":{"Title":"Franchisor’s obligation to offer leased marketing premises to occupying dealer","Type":"Text","Format":"text\/html","Identifier":"\u00a7 59.1-21.15:2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As used in this section, unless the context requires otherwise:\n\t\t\t“Bona fide offer<\/span>” means an offer by the franchisor<\/span> to the dealer<\/span> that approximates the fair market value of the leased marketing premises<\/span> under an objectively reasonable analysis, and: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In the case of the franchisor<\/span> offering to the dealer<\/span> a right of first refusal regarding an offer to purchase the marketing premises that has been made to the franchisor<\/span> by a third party<\/span> regarding the leased marketing premises<\/span>, the offer made by such third party<\/span> shall be a bona fide offer<\/span> acceptable to the franchisor<\/span>, and may not be an offer that has been unfairly or improperly established by either the franchisor<\/span> or the third party<\/span> offer; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the case of service station premises that the franchisor<\/span> leases from a third party<\/span>, and providing the lease allows the assignment of such lease by the franchisor<\/span>, the franchisor<\/span>’s lease rights in the station premises shall be transferred or assigned to the dealer<\/span>, with the franchisor<\/span> making a bona fide offer<\/span> with regard to the sale of structures located on the station’s premises, including all pumps, dispensers, storage tanks, piping, and all other equipment located upon the premises necessary for the continued operation of a service station.\n\t\t\t\tIf the leased marketing premises<\/span> occupied by a dealer<\/span> are to be part of a sale of multiple properties owned or controlled by the franchisor<\/span>, a bona fide offer<\/span> shall reasonably allocate a portion of the total price for the multiple properties intended to be sold to the leased marketing premises<\/span> occupied by the dealer<\/span> in order<\/span> to allow the dealer<\/span> to exercise the dealer<\/span>’s right of first refusal regarding the leased marketing premises<\/span> occupied by the dealer<\/span>. In making such allocation, the purpose shall be to determine the fair market value of the leased marketing premises<\/span> under an objectively reasonable analysis.\n\t\t\t\tA bona fide offer<\/span> shall (i) include the sale of all structures located on the leased marketing premises<\/span>, including all pumps, dispensers, storage tanks, piping, and all other equipment located upon the premises necessary for the continued operation of a service station if the dealer<\/span> exercises the dealer<\/span>’s right to buy; (ii) not include a requirement that the dealer<\/span> enter into a supply agreement<\/span> with the selling franchisor<\/span> or with any other party<\/span> and, to the extent that a bona fide offer<\/span> acceptable to the franchisor<\/span> from a third party<\/span> contains such a supply agreement<\/span>, it shall not be applicable to the dealer<\/span>; and (iii) not, unless freely negotiated by the dealer<\/span>, release the continuing obligations of the franchisor<\/span> with regard to any environmental obligations regarding the service station premises nor require the dealer<\/span> to assume such obligations of the franchisor<\/span> with regard to the dealer<\/span>’s purchase of the premises or acquisition of the franchisor<\/span>’s rights in the premises. In conjunction with the dealer<\/span>’s acquisition of the rights of the franchisor<\/span> in the leased marketing premises<\/span>, such environmental tests, surveys, and other due diligence investigations shall be conducted as are customary in such transactions.\n\t\t\t\t“Leased marketing premises<\/span>” means marketing premises owned, leased, or controlled by a franchisor<\/span> and that the dealer<\/span> is authorized or permitted, under the petroleum franchise<\/span>, to employ, to occupy, or both in connection with the sale, consignment, or distribution of petroleum products<\/span>.\n\t\t\t\t“Supply agreement<\/span>” means an agreement, oral or written, under which a party<\/span> is to supply, and a dealer<\/span> is required to buy, petroleum products<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In the case of leased marketing premises<\/span> owned by a franchisor<\/span>, or in which a franchisor<\/span> owns a leasehold interest, which premises are occupied by a dealer<\/span>, the franchisor<\/span> shall not sell, transfer, or assign to another person the franchisor<\/span>’s interest in the premises unless the franchisor<\/span> has first either made a bona fide offer<\/span> to sell, transfer, or assign to the dealer<\/span> the franchisor<\/span>’s interest in the premises, other than signs displaying the refiner<\/span>’s insignia and any other trademarked, service marked, copyrighted, or patented items of the franchisor<\/span>, or, if applicable, offered to the dealer<\/span> a right of first refusal of any bona fide offer<\/span> acceptable to the franchisor<\/span> made by another person to acquire the franchisor<\/span>’s interest in the premises. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Nothing in this section shall be deemed to require a franchisor<\/span> to continue an existing franchise<\/span> relationship, or to renew a franchise<\/span> relationship, if not otherwise required by federal law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Nothing in this section shall be deemed to require a franchisor<\/span> to continue to supply petroleum products<\/span> to a dealer<\/span> if the dealer<\/span> exercises its right to acquire the interests of the franchisor<\/span> in the premises. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The bona fide offer<\/span> required to be made to the dealer<\/span> by the franchisor<\/span> shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Be in writing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Set forth fully and completely all terms and conditions of the offer being made by the franchisor<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In the case of a bona fide offer<\/span> being made by a third party<\/span> to acquire the interests of the franchisor<\/span> in the property, which offer is acceptable to the franchisor<\/span>, also contain a full copy of the proposal of the third party<\/span>, or the contract<\/span> or its equivalent between the franchisor<\/span> and the third party<\/span> if such a contract<\/span> exists, to include all schedules<\/span>, attachments<\/span>, addenda, or their equivalent; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> In the case of leased marketing premises<\/span> that the franchisor<\/span> leases from a third party<\/span> or parties, also contain a full copy of the underlying lease, including all schedules<\/span>, attachments<\/span>, addenda, or their equivalent. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> After receipt of the bona fide offer<\/span> from the franchisor<\/span>, the dealer<\/span> shall have a period of not less than 60 days within which to exercise the dealer<\/span>’s rights as established under this section, which exercise shall be effective upon delivering written notice of such exercise to the franchisor<\/span>. After exercise of the dealer<\/span>’s rights, the closing on, and transfer of, the leased marketing premises<\/span> shall occur (i) within 60 days after the dealer<\/span>’s exercise of such rights or (ii) on or before the closing date established within the bona fide offer<\/span> regarding which the dealer<\/span> has exercised the dealer<\/span>’s right of first refusal under this section, whichever date occurs later. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The provisions of this section shall apply only to the sale, assignment, or transfer of a franchisor<\/span>’s interest in or to any leased marketing premises<\/span> located only in Planning District 8, and shall not apply to leased marketing premises<\/span> owned or controlled by a jobber\/distributor. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFRANCHISOR’S OBLIGATION TO OFFER LEASED MARKETING PREMISES TO OCCUPYING\nDEALER (\u00a7 59.1-21.15:2)\n\nA. As used in this section, unless the context requires otherwise:\n\t\t\t“Bona fide offer” means an offer by the franchisor to the dealer\nthat approximates the fair market value of the leased marketing premises under\nan objectively reasonable analysis, and:\n\n 1. In the case of the franchisor offering to the dealer a right of first\n refusal regarding an offer to purchase the marketing premises that has been\n made to the franchisor by a third party regarding the leased marketing\n premises, the offer made by such third party shall be a bona fide offer\n acceptable to the franchisor, and may not be an offer that has been unfairly\n or improperly established by either the franchisor or the third party offer;\n or\n\n 2. In the case of service station premises that the franchisor leases from a\n third party, and providing the lease allows the assignment of such lease by\n the franchisor, the franchisor’s lease rights in the station premises\n shall be transferred or assigned to the dealer, with the franchisor making a\n bona fide offer with regard to the sale of structures located on the\n station’s premises, including all pumps, dispensers, storage tanks,\n piping, and all other equipment located upon the premises necessary for the\n continued operation of a service station.\n \t\t\t\tIf the leased marketing premises occupied by a dealer are to be part of a\n sale of multiple properties owned or controlled by the franchisor, a bona fide\n offer shall reasonably allocate a portion of the total price for the multiple\n properties intended to be sold to the leased marketing premises occupied by\n the dealer in order to allow the dealer to exercise the dealer’s right\n of first refusal regarding the leased marketing premises occupied by the\n dealer. In making such allocation, the purpose shall be to determine the fair\n market value of the leased marketing premises under an objectively reasonable\n analysis.\n \t\t\t\tA bona fide offer shall (i) include the sale of all structures located on\n the leased marketing premises, including all pumps, dispensers, storage tanks,\n piping, and all other equipment located upon the premises necessary for the\n continued operation of a service station if the dealer exercises the\n dealer’s right to buy; (ii) not include a requirement that the dealer\n enter into a supply agreement with the selling franchisor or with any other\n party and, to the extent that a bona fide offer acceptable to the franchisor\n from a third party contains such a supply agreement, it shall not be\n applicable to the dealer; and (iii) not, unless freely negotiated by the\n dealer, release the continuing obligations of the franchisor with regard to\n any environmental obligations regarding the service station premises nor\n require the dealer to assume such obligations of the franchisor with regard to\n the dealer’s purchase of the premises or acquisition of the\n franchisor’s rights in the premises. In conjunction with the\n dealer’s acquisition of the rights of the franchisor in the leased\n marketing premises, such environmental tests, surveys, and other due diligence\n investigations shall be conducted as are customary in such transactions.\n \t\t\t\t“Leased marketing premises” means marketing premises owned,\n leased, or controlled by a franchisor and that the dealer is authorized or\n permitted, under the petroleum franchise, to employ, to occupy, or both in\n connection with the sale, consignment, or distribution of petroleum products.\n \t\t\t\t“Supply agreement” means an agreement, oral or written, under\n which a party is to supply, and a dealer is required to buy, petroleum\n products.\n\nB. In the case of leased marketing premises owned by a franchisor, or in which a\nfranchisor owns a leasehold interest, which premises are occupied by a dealer,\nthe franchisor shall not sell, transfer, or assign to another person the\nfranchisor’s interest in the premises unless the franchisor has first\neither made a bona fide offer to sell, transfer, or assign to the dealer the\nfranchisor’s interest in the premises, other than signs displaying the\nrefiner’s insignia and any other trademarked, service marked, copyrighted,\nor patented items of the franchisor, or, if applicable, offered to the dealer a\nright of first refusal of any bona fide offer acceptable to the franchisor made\nby another person to acquire the franchisor’s interest in the premises.\n\nC. Nothing in this section shall be deemed to require a franchisor to continue\nan existing franchise relationship, or to renew a franchise relationship, if not\notherwise required by federal law.\n\nD. Nothing in this section shall be deemed to require a franchisor to continue\nto supply petroleum products to a dealer if the dealer exercises its right to\nacquire the interests of the franchisor in the premises.\n\nE. The bona fide offer required to be made to the dealer by the franchisor\nshall:\n\n 1. Be in writing;\n\n 2. Set forth fully and completely all terms and conditions of the offer being\n made by the franchisor;\n\n 3. In the case of a bona fide offer being made by a third party to acquire the\n interests of the franchisor in the property, which offer is acceptable to the\n franchisor, also contain a full copy of the proposal of the third party, or\n the contract or its equivalent between the franchisor and the third party if\n such a contract exists, to include all schedules, attachments, addenda, or\n their equivalent; and\n\n 4. In the case of leased marketing premises that the franchisor leases from a\n third party or parties, also contain a full copy of the underlying lease,\n including all schedules, attachments, addenda, or their equivalent.\n\nF. After receipt of the bona fide offer from the franchisor, the dealer shall\nhave a period of not less than 60 days within which to exercise the\ndealer’s rights as established under this section, which exercise shall be\neffective upon delivering written notice of such exercise to the franchisor.\nAfter exercise of the dealer’s rights, the closing on, and transfer of,\nthe leased marketing premises shall occur (i) within 60 days after the\ndealer’s exercise of such rights or (ii) on or before the closing date\nestablished within the bona fide offer regarding which the dealer has exercised\nthe dealer’s right of first refusal under this section, whichever date\noccurs later.\n\nG. The provisions of this section shall apply only to the sale, assignment, or\ntransfer of a franchisor’s interest in or to any leased marketing premises\nlocated only in Planning District 8, and shall not apply to leased marketing\npremises owned or controlled by a jobber\/distributor.\n\nHISTORY: 2014, c. 222.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}