                                 CODE OF VIRGINIA

OTHER COERCION OF DEALERS; TRANSFER, GRANT, SUCCESSION TO AND CANCELLATION OF
DEALER FRANCHISES; DELIVERY OF VEHICLES, PARTS, AND ACCESSORIES (§ 46.2-1569)

Notwithstanding the terms of any franchise agreement, it shall be unlawful for
any manufacturer, factory branch, distributor, distributor branch, or affiliate,
or any field representative, officer, agent, or their representatives to do any
of the following. It shall further be unlawful for any manufacturer, factory
branch, distributor, distributor branch, or any field representative, officer,
agent, or their representatives to engage in conduct prohibited under this
section through an affiliate.

1. To coerce or attempt to coerce any dealer to accept delivery of any motor
vehicle 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 with the
manufacturer, factory branch, distributor, or distributor branch, or
representative thereof by threat to take or by taking any action in violation of
the chapter, or by any other act unfair or injurious to the dealer, including
the threat to withhold any incentive payments in whole or in part or to deny the
dealer the right to participate in an incentive program in which more than one
of the dealers of the line-make in the Commonwealth are eligible to participate
and under the same terms as such other dealers. Nothing contained in this
section shall require that a dealer be qualified for or entitled to incentive
payments or the right to payments or benefits from an incentive program, nor
will a manufacturer, factory branch, distributor, or distributor branch be
prohibited from informing a dealer thereof, unless the dealer meets all
qualifications and performs all applicable requirements and meets all of the
applicable standards for such payments or benefits reasonably established by the
manufacturer, factory branch, distributor, or distributor branch, or as
otherwise provided in this article. If a manufacturer, factory branch,
distributor, or distributor branch conditions the grant of a new franchise to a
dealer on the dealer&#8217;s consent (i) to provide a site control agreement as
defined in subdivision 10, (ii) to provide a written agreement containing an
option to purchase the franchise of the dealer, provided, however, that
agreements pursuant to &#xA7; 46.2-1569.1 shall be permitted, or (iii) to
provide a termination agreement to be held by the manufacturer, factory branch,
distributor, or distributor branch for subsequent use, it shall be considered
coercion and an act that is unfair and injurious to the dealer; provided,
however, that the provisions of &#xA7; 46.2-1572.3 related to the good faith
settlement of disputes shall apply to the agreements described in clauses (i),
(ii), and (iii) of this subdivision, mutatis mutandis. This subdivision shall
not apply to any agreement the enforcement of which is subject to the
jurisdiction of a United States Bankruptcy Court.
			2a. To coerce or attempt to coerce any dealer to join, contribute to, or
affiliate with any advertising association.
			2b. To coerce or require any dealer to establish in connection with the sale
of a motor vehicle prices at which the dealer shall sell products or services
not manufactured or distributed by the manufacturer, factory branch,
distributor, or distributor branch, whether by agreement, program, incentive
provision, or otherwise.
			2c. To coerce or require any dealer, whether by agreement, program, incentive
provision, or otherwise, to construct improvements to its facilities or to
install new signs or other franchisor image elements that replace or
substantially alter those improvements, signs, or franchisor image elements
completed within the preceding 10 years that were required or approved by the
manufacturer, factory branch, distributor, or distributor branch or one of its
affiliates. If a manufacturer, factory branch, distributor, or distributor
branch offers incentives, or other payments under a program offered after the
effective date of this subdivision and available to more than one dealer in the
Commonwealth that are premised wholly or in part on dealer facility improvements
or installation of franchisor signs or other franchisor image elements, a dealer
that constructed improvements or installed signs or other franchisor image
elements required by or approved by the manufacturer, factory branch,
distributor, or distributor branch and completed within the 10 years preceding
the program shall be deemed to be in compliance with the program requirements
pertaining to construction of facilities or installation of signs or other
franchisor image elements that would replace or substantially alter those
previously constructed or installed within that 10-year period. This subdivision
shall not apply to a program that provides lump sum payments to assist dealers
in making facility improvements or to pay for signs or franchisor image elements
when such payments are not dependent on the dealer selling or purchasing
specific numbers of new vehicles and shall not apply to a program that is in
effect with more than one dealer in the Commonwealth on the effective date of
this subdivision, nor to any renewal or modification of such a program.
			2d. To coerce or require any dealer, whether by agreement, program, incentive
provision, or provision for loss of incentive payments or other benefits, to
refrain from selling any used motor vehicle subject to (i) recall, (ii) stop
sale directive, (iii) technical service bulletin, or (iv) other manufacturer,
factory branch, distributor, or distributor branch notification to perform work
on such used motor vehicle, unless the manufacturer, factory branch,
distributor, or distributor branch has a remedy and parts available to the
dealer to remediate the basis for the coercion or requirement of the dealer to
refrain from selling each affected used motor vehicle. If there is no remedy or
there are no parts available from the manufacturer, factory branch, distributor,
or distributor branch to remediate each affected used motor vehicle in the
inventory of the dealer, the manufacturer, factory branch, distributor, or
distributor branch shall (a) compensate the dealer for any affected used motor
vehicle in the inventory of the dealer that it cannot sell because of such
coercion or requirement at least one percent a month or any part thereof of the
cost of such used motor vehicle, including repairs and reconditioning expenses
based on the financial records of the dealer, and (b) establish a written
procedure to compensate dealers under this subdivision that it shall provide to
dealers subject to its coercion or requirement and file with the Commissioner as
a franchise document pursuant to &#xA7; 46.2-1566.
			Any claim for compensation by a dealer shall be submitted on a monthly basis
for the amount owed pursuant to this subdivision. The manufacturer, factory
branch, distributor, or distributor branch shall process and pay the claim in
the same manner as a claim for warranty reimbursements as provided in &#xA7;
46.2-1571. This subdivision shall not prevent a manufacturer, factory branch,
distributor, or distributor branch from (1) requiring that a motor vehicle not
be subject to an open recall or stop sale directive in order to be qualified,
remain qualified, or be sold as a certified pre-owned vehicle or similar
designation; (2) paying incentives for selling used vehicles with no unremedied
recalls; or (3) paying incentives for performing recall repairs on a vehicle in
the dealer&#8217;s inventory.
			Nothing in this subdivision shall prevent a manufacturer, factory branch,
distributor, or distributor branch from instructing that a dealer repair used
vehicles of the line-make for which the dealer holds a franchise with an open
recall, provided that the instruction does not involve coercion that imposes a
penalty or provision of loss of benefits on the dealer.
			2e. To coerce or require any dealer, whether by agreement, program, incentive
provision, or provision for loss of incentive payments or other benefits, to
amend its franchise agreement or similar agreement governing the sales and
leasing of new motor vehicles, or to establish or implement a franchise
agreement for the sales and leasing of new motor vehicles, under which the
manufacturer, factory branch, distributor, or distributor branch (i) maintains a
website or other electronic or digital means of communication for negotiating
binding terms of sale or leasing of new motor vehicles directly between the
manufacturer, factory branch, distributor, or distributor branch and retail
buyers or lessees, including but not limited to agreements on prices or other
substantive terms of sale or leasing of new vehicles; (ii) retains ownership of
new motor vehicles until they are sold or leased to the retail buyers or lessees
thereof; however, a manufacturer, factory branch, distributor, or distributor
branch may maintain a common supply of new vehicles of which it maintains
ownership until such vehicles are sold to dealers, from which more than one
dealer may buy vehicles, provided that the manufacturer, factory branch,
distributor, or distributor branch may not use the common supply of new vehicles
to engage in the negotiation of binding terms of sales or leases directly with
retail buyers or lessees and further provided that a dealer may buy vehicles
from the common supply for the dealer&#8217;s inventory without having reached
agreement for sale or lease of any new vehicle with a retail buyer or lessee if
the manufacturer, factory branch, distributor, or distributor branch does not
otherwise allow its dealers to obtain stock inventory through the vehicle
allocation process; (iii) except for the sale or lease of a vehicle to an actual
employee of the manufacturer, factory branch, distributor, or distributor branch
or in connection with any replacement or buyback under Chapter 17.3 (&#xA7;
59.1-207.9 et seq.) of Title 59.1, consigns new motor vehicles to dealers for
dealer inventory or for sale or lease to retail buyers or lessees; (iv) reserves
the right to negotiate binding terms of sale directly with retail buyers or
lessees of new motor vehicles, provided that displaying on a website or other
electronic or digital means of communication prices set by dealers, lists of
available financing sources provided by dealers, or a conditional trade-in value
shall not be considered negotiating; (v) reserves the right to offer or
negotiate directly with the retail buyers or lessees in connection with and at
the time of sale of a new motor vehicle the sale of any service contract,
vehicle maintenance agreement, guaranteed asset protection (GAP) agreement or
waiver, or other vehicle-related products and services that are otherwise
offered by the dealer; however, a manufacturer, factory branch, distributor, or
distributor branch may communicate or negotiate and finalize agreements with
vehicle owners or lessees directly concerning any accessory or function of a
vehicle that may be initiated, updated, changed, or maintained by the
manufacturer, factory branch, distributor, or distributor branch through
over-the-air or remote means if the manufacturer, factory branch, distributor,
or distributor branch complies with the requirements of subdivision B 10 of
&#xA7; 46.2-1571; or (vi) designates dealers to be only delivery agents for new
motor vehicles the binding terms of sale or lease of which are negotiated
directly between the manufacturer, factory branch, distributor, or distributor
branch and the retail buyers or lessees of the new motor vehicles. No
manufacturer, factory branch, distributor, or distributor branch shall engage in
any of the activities listed in clauses (i) through (vi). Notwithstanding the
foregoing provisions of this subsection, a manufacturer, factory branch,
distributor, or distributor branch may engage in fleet sales with a fleet
customer that has a designation as such by the manufacturer, factory branch,
distributor, or distributor branch because it has purchased or leased or has
committed to purchase or lease five or more vehicles under the fleet program.
Nothing in this section shall limit a manufacturer, factory branch, distributor,
or distributor branch from setting or advertising a manufacturer&#8217;s
suggested retail price.

3. To prevent or refuse to approve the sale or transfer of the ownership of a
dealership by the sale of the business, stock transfer, or otherwise, or the
transfer, sale, or assignment of a dealer franchise, or a change in the
executive management or principal operator of the dealership, unless the
franchisor provides written notice to the dealer of its objection and the
reasons therefor by certified mail or overnight delivery or other method
designed to ensure delivery to the dealer within 60 days of receipt of notice
from the dealer as required by this section. Such notice by the dealer shall be
deemed complete when it includes (i) the applicant&#8217;s name, address,
financial qualifications, and business experience during the previous five
years; (ii) a certification that the applicant meets the standards otherwise
established by this title to be a dealer; and (iii) a copy of the full agreement
for the proposed transaction in the form existing as of the date of the notice.
No subsequent additions, modifications, or amendments to such agreement shall in
any way toll the time in which the franchisor is required to provide notice
hereunder. The franchisor may request such additional supporting documentation
as may be reasonably required by the franchisor to determine if an objection to
the sale or transfer may be made, and the dealer will provide such requested
documentation within 10 business days. However, no such request shall toll the
time in which the franchisor is required to provide notice hereunder. The
franchisor and the dealer may, but under no circumstances shall they be required
to, mutually agree to toll any of the time periods provided for in this
subdivision to facilitate the exchange of information. Failure of the franchisor
to notify the motor vehicle dealer within the 60-day period of such rejection
shall be deemed an approval of the transfer. No such objection shall be
sufficient unless the failure to approve is reasonable. Notwithstanding the
provisions of subsection D of &#xA7; 46.2-1573, the only grounds that may be
considered reasonable for a failure to approve are that an individual who is the
applicant or is in control of an entity that is an applicant (a) lacks good
moral character, (b) lacks reasonable years of motor vehicle dealership
management experience, (c) lacks financial ability to be the dealer, or (d)
fails to meet the standards otherwise established by this title to be a dealer.
No such objection shall be effective to prevent the sale, transfer, assignment,
or change if the Commissioner has determined, if requested in writing by the
dealer within 30 days after receipt of an objection to the proposed sale,
transfer, or change, and after a hearing on the matter, that the failure to
permit or honor the sale, transfer, assignment, or change is unreasonable under
the circumstances. No franchise may be sold, assigned, or transferred if the
sale or transfer of the franchise and business will involve, without the
franchisor&#8217;s consent, which consent shall not be unreasonably withheld, a
relocation of the business.
			3a. To impose a condition on the approval of the sale or transfer of the
ownership of a dealership by the sale of the business, stock transfer, or
otherwise if the condition would violate the provisions of this title if imposed
on the existing dealer.
			In the event the manufacturer, factory branch, distributor or distributor
branch takes action to prevent or refuse to approve the sale or transfer of the
ownership of a dealership by the sale of the business, stock transfer, or
otherwise, or the transfer, sale or assignment of a dealer franchise, or a
change in the executive management or principal operator of the dealership,
without a statement of specific grounds for doing so that is consistent with
subdivision 3 hereof or imposes a condition in violation of subdivision 3a
hereof, that shall constitute a violation of this section. The existing dealer
may request review of the action or imposition of the condition in a hearing by
the Commissioner. If the Commissioner finds that the action or the imposition of
the condition was a violation of this section, the Commissioner may order that
the sale or transfer be approved by the manufacturer, factory branch,
distributor, or distributor branch, without imposition of the condition. If the
existing dealer does not request a hearing by the Commissioner concerning the
action or the condition imposed by the manufacturer, factory branch,
distributor, or distributor branch, and the action or condition was the
proximate cause of the failure of the contract for the sale or transfer of
ownership of the dealership, the applicant for approval of the sale or transfer
or the existing dealer, or both, may commence an action at law for violation of
this section. The action may be commenced in the circuit court of the city or
county in which the dealer is located, or in any other circuit court with
permissible venue, within two years following the action or the imposition of
the condition by the manufacturer, factory branch, distributor, or distributor
branch for the damages suffered by the applicant or the dealer as a result of
the violation of this section by the manufacturer, factory branch, distributor,
or distributor branch, plus the applicant&#8217;s or dealer&#8217;s reasonable
attorney fees and costs of litigation. Notwithstanding the foregoing, an
exercise of the right of first refusal by the manufacturer, factory branch,
distributor, or distributor branch pursuant to &#xA7; 46.2-1569.1 shall not be
considered the imposition of a condition prohibited by this section.

4. To grant an additional franchise for a particular line-make of motor vehicle
in a relevant market area in which a dealer or dealers in that line-make are
already located unless the franchisor has first advised in writing all other
dealers in the line-make in the relevant market area. No such additional
franchise may be established at the proposed site unless the Commissioner has
determined, if requested by a dealer of the same line-make in the relevant
market area within 30 days after receipt of the franchisor&#8217;s notice of
intention to establish the additional franchise, and after a hearing on the
matter, that the franchisor can show by a preponderance of the evidence that
after the grant of the new franchise, the relevant market area will support all
of the dealers in that line-make in the relevant market area. Establishing a
franchised dealer in a relevant market area to replace a franchised dealer that
has not been in operation for more than two years shall constitute the
establishment of a new franchise subject to the terms of this subdivision. The
two-year period for replacing a franchised dealer shall begin on the day the
franchise was terminated, or, if a termination hearing was held, on the day the
franchisor was legally permitted finally to terminate the franchise. The
relocation of a franchise in a relevant market area, whether by an existing
dealer or by a dealer who is acquiring the franchise, shall constitute the
establishment of a new franchise subject to the terms of this subdivision. This
subdivision shall not apply to (i) the relocation of an existing dealer within
that dealer&#8217;s relevant market area if the relocation site is to be more
than 10 miles distant from any other dealer for the same line-make; (ii) the
relocation of an existing dealer within that dealer&#8217;s relevant market area
if the relocation site is to be more distant than the existing site from all
other dealers of the same line-make in that relevant market area; or (iii) the
relocation of an existing new motor vehicle dealer within two miles of the
existing site of the relocating dealer.

5. Except as otherwise provided in this subdivision and notwithstanding the
terms of any franchise, to terminate, cancel, or refuse to renew the franchise
of any dealer without good cause and unless (i) the dealer and the Commissioner
have received written notice of the franchisor&#8217;s intentions at least 60
days prior to the effective date of such termination, cancellation, or the
expiration date of the franchise, setting forth the specific grounds for the
action, and (ii) the Commissioner has determined, if requested in writing by the
dealer within the 60-day period prior to the effective date of such termination,
cancellation, or the expiration date of the franchise and, after a hearing on
the matter, that the franchisor has shown by a preponderance of the evidence
that there is good cause for the termination, cancellation, or nonrenewal of the
franchise. If any manufacturer, factory branch, distributor, or distributor
branch takes action that will have the effect of terminating, canceling, or
refusing to renew the franchise of any dealer (a) by use of a termination
agreement executed by the dealer and obtained more than 90 days before the
purported date of use, (b) by exercise of rights under a written option to
purchase the franchise of a dealer, or (c) by exercise of rights under a site
control agreement as defined in subdivision 10, that action shall be considered
a termination, cancellation, or refusal to renew pursuant to the terms of this
subdivision and subject to the rights, provisions, and procedures provided
herein. In any case where a petition is made to the Commissioner for a
determination as to good cause for the termination, cancellation, or nonrenewal
of a franchise, the franchise in question shall continue in effect pending the
Commissioner&#8217;s decision or, if that decision is appealed to the circuit
court, pending the decision of the circuit court. Where the termination,
cancellation, or nonrenewal of a franchise will result from use of a termination
agreement executed by the dealer and obtained more than 90 days before the
purported date of use, exercise of rights under a written option to purchase the
franchise of a dealer, or exercise of rights under a site control agreement as
defined in subdivision 10, such use or exercise shall be stayed pending the
Commissioner&#8217;s decision or, if that decision is appealed to the circuit
court, pending the decision of the circuit court, and its use or exercise will
be allowed only where the franchisor has shown by a preponderance of the
evidence that there is good cause for the termination, cancellation, or
nonrenewal of the franchise. In any case in which a franchisor neither advises a
dealer that it does not intend to renew a franchise nor takes any action to
renew a franchise beyond its expiration date, the franchise in question shall
continue in effect on the terms last agreed to by the parties. Notwithstanding
the other provisions of this subdivision notice of termination, cancellation, or
nonrenewal may be provided to a dealer by a franchisor not less than 15 days
prior to the effective date of such termination, cancellation, or nonrenewal
when the grounds for such action are any of the following:
			a. Insolvency of the franchised motor vehicle dealer or filing of any
petition by or against the franchised motor vehicle dealer, under any bankruptcy
or receivership law, leading to liquidation or which is intended to lead to
liquidation of the franchisee&#8217;s business.
			b. Failure of the franchised motor vehicle dealer to conduct its customary
sales and service operations during its posted business hours for seven
consecutive business days, except where the failure results from acts of God or
circumstances beyond the direct control of the franchised motor vehicle dealer.
			c. Revocation of any license which the franchised motor vehicle dealer is
required 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 a
particular line-make product by a manufacturer or distributor, while the name
identification of the product is continued in substantial form by the same or a
different manufacturer or distributor, may be considered to be a franchise
termination, cancellation, or nonrenewal. The provisions of this paragraph shall
apply to changes and discontinuances made after January 1, 1989, but they shall
not be considered by any court in any case in which such a change or
discontinuance occurring prior to that date has been challenged as constituting
a termination, cancellation or nonrenewal.
			5a. To fail to provide continued parts and service support to a dealer which
holds a franchise in a discontinued line-make for at least five years from the
date of such discontinuance. This requirement shall not apply to a line-make
which was discontinued prior to January 1, 1989.
			5b. Upon the involuntary or voluntary termination, nonrenewal, or
cancellation of the franchise of any dealer, by either the manufacturer,
distributor, or factory branch or by the dealer, notwithstanding the terms of
any franchise whether entered into before or after the enactment of this
section, 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 the dealer
   by the franchisor, for new and undamaged motor vehicles in the dealer&#8217;s
   inventory acquired from the franchisor or from another dealer of the same line
   &#x2014; make in the ordinary course of business within 18 months of
   termination;

   2. The dealer cost as shown in the price catalog of the franchisor current at
   the time of repurchase of each new, unused, undamaged, and unsold part or
   accessory if such part or accessory is in the current parts catalog and is
   still in the original, resalable merchandising package and in unbroken lots,
   except that in the case of sheet metal, a comparable substitute for the
   original package may be used;

   3. The fair market value of each undamaged sign owned by the dealer that bears
   a trademark, trade name or commercial symbol used or claimed by the franchisor
   if such sign was purchased from or at the request of the franchisor;

   4. The fair market value of all special tools and automotive service equipment
   owned by the dealer that were recommended and designated as special tools or
   equipment by the franchisor, if the tools and equipment are in usable and good
   condition, normal wear and tear excepted; and

   5. The reasonable cost of transporting, handling, packing, and loading of
   motor vehicles, parts, signs, tools, and special equipment subject to
   repurchase hereunder.
   				The provisions of this subdivision do not apply to a dealer who is unable
   to convey clear title to the property identified in this subdivision.
   				For purposes of this subdivision, a voluntary termination shall not
   include the transfer of the terminating dealer&#8217;s franchised business in
   connection with a transfer of that business by means of sale of the equity
   ownership or assets thereof to another dealer.
   				5c. If the termination, cancellation, or nonrenewal of the dealer&#8217;s
   franchise is the result of the termination, elimination, or cessation of a
   line-make by the manufacturer, distributor, or factory branch, then, in
   addition to the payments to the dealer pursuant to subdivision 5b, the
   manufacturer, distributor, or factory branch shall be liable to the dealer for
   the following:

   1. An amount at least equivalent to the fair market value of the franchise for
   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 the
   termination, 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 value of
   a franchise for a line-make, if the line-make is not the only line-make for
   which the dealer holds a franchise in the dealership facilities, the dealer
   shall also be entitled to compensation for the contribution of the line-make
   to payment of the rent or to covering obligation for the fair rental value of
   the dealership facilities for the period set forth in subdivision 5c (2). Fair
   market value of the franchise for the line-make shall only include the
   goodwill value of the dealer&#8217;s franchise for that line-make in the
   dealer&#8217;s relevant market area.

   2. If the line-make is the only line-make for which the dealer holds a
   franchise in the dealership facilities, the manufacturer, distributor, or
   factory branch shall also pay assistance with respect to the dealership
   facilities leased or owned by the dealer as follows: (i) the manufacturer,
   distributor, or factory branch shall pay the dealer a sum equivalent to the
   rent for the unexpired term of the lease or three years&#8217; rent, whichever
   is the lesser, or (ii) if the dealer owns the dealership facilities, the
   manufacturer, distributor, or factory branch shall pay the dealer a sum
   equivalent to the reasonable rental value of the dealership facilities for
   three years.
   				To be entitled to facilities assistance from the manufacturer,
   distributor, or factory branch, the dealer shall have the obligation to
   mitigate damages by listing the dealership facilities for lease or sublease
   with a licensed real estate agent within 30 days after the effective date of
   the termination of the franchise and thereafter by reasonably cooperating with
   such real estate agent in the performance of the agent&#8217;s duties and
   responsibilities. If the dealer is able to lease or sublease the dealership
   facilities on terms that are consistent with local zoning requirements to
   preserve the right to sell motor vehicles from the dealership facilities and
   the terms of the dealer&#8217;s lease, the dealer shall be obligated to pay
   the manufacturer the net revenue received from such mitigation, but only
   following receipt of facilities assistance payments pursuant to clause (i) or
   (ii) of subdivision 5c (2), and only up to the total amount of facilities
   assistance payments that the dealer has received.

6. To fail to allow a dealer the right at any time to designate a member of his
family as a successor to the dealership in the event of the death or incapacity
of the dealer. Such designation may be made by the dealer or, in the event of
the death or incapacity of the dealer, by the qualified executor or personal
representative of the dealer. It shall be unlawful to prevent or refuse to honor
the succession to a dealership by a member of the family of a deceased or
incapacitated dealer if the franchisor has not provided to the member of the
family designated the dealer&#8217;s successor written notice of its objections
to the succession and of such person&#8217;s right to seek a hearing on the
matter before the Commissioner pursuant to this article, and the Commissioner
determines, if requested in writing by such member of the family within 30 days
of receipt of such notice from the franchisor, and after a hearing on the matter
before the Commissioner pursuant to this article, that the failure to permit or
honor the succession is unreasonable under the circumstances. No member of the
family may succeed to a franchise unless (i) the franchisor has been given
written notice as to the identity, financial ability, and qualifications of the
member of the family in question, and (ii) the succession to the franchise will
not involve, without the franchisor&#8217;s consent, a relocation of the
business.

7. To delay, refuse, or fail to deliver to any dealer, if ordered by the dealer,
in reasonable quantities and within a reasonable time, any new vehicles of each
series and model sold or distributed by the franchisor as covered by such
franchise and which are publicly advertised by the manufacturer, factory branch,
distributor, or distributor branch in the Commonwealth to be available for
immediate delivery, provided, however, that the failure to deliver any motor
vehicle shall not be considered a violation of this chapter if such failure is
due to an act of God, a work stoppage or delay due to a strike or labor
difficulty, a shortage of materials, a lack of available manufacturing capacity,
a freight embargo, or other cause over which the manufacturer, factory branch,
distributor, or distributor branch shall have no control. If ordered by a
dealer, a franchisor shall deliver an equitable supply of new vehicles during
the model year of each series and model under the dealer&#8217;s franchise in
proportion to the sales objectives or goals established by the franchisor for
the dealer compared to the sales objectives or goals established by the other
same line-make dealers in the Commonwealth, provided, however, that the failure
to deliver any motor vehicle shall not be considered a violation of this chapter
if such failure is due to a cause over which the manufacturer, factory branch,
distributer, or distributer branch shall have no control. Upon the written
request of any dealer holding its sales or sales and service franchise, the
manufacturer or distributor shall disclose to the dealer in writing the basis
upon which new motor vehicles of the same line-make are allocated, scheduled,
and delivered to dealers in the Commonwealth, and the basis upon which the
current allocation or distribution is being made or will be made to such dealer.
In the event that allocation is at issue in a request for a hearing, the dealer
may demand the Commissioner to direct that the manufacturer or distributor
provide to the dealer, within 30 days of such demand, all records of sales and
all records of distribution of all motor vehicles to the same line-make dealers
who compete with the dealer requesting the hearing.
			7a. To fail or refuse to offer to its same line-make franchised dealers all
models manufactured for the line-make, or require a dealer to pay any extra fee,
or remodel, renovate, or recondition the dealer&#8217;s existing facilities, or
purchase unreasonable advertising displays or other materials as a prerequisite
to receiving a model or a series of vehicles.
			7b. To require or otherwise coerce a dealer to underutilize the
dealer&#8217;s facilities by requiring or otherwise coercing a dealer to exclude
or remove from the dealer&#8217;s facilities operations for selling or servicing
of a line-make of vehicles for which the dealer has a franchise agreement to
utilize the facilities.
			7c. To require a dealer to purchase goods or services from a vendor selected,
identified, or designated by a manufacturer, factory branch, distributor,
distributor branch, or one of its affiliates by agreement, program, incentive
provision, or otherwise without making available to the dealer the option to
obtain the goods or services of substantially similar quality from a vendor
chosen by the dealer. For purposes of this subdivision, the term
&#8220;goods&#8221; does not include moveable displays, brochures, and
promotional materials containing material subject to intellectual property
rights of, or special tools and training as required by the manufacturer, or
parts to be used in repairs under warranty obligations of, a manufacturer,
factory branch, distributor, or distributor branch.
			7d. To fail to provide a notice to a dealer when notifying it of the
requirement to purchase goods or services from a vendor selected, identified, or
designated by a manufacturer, factory branch, distributor, or distributor branch
of the dealer&#8217;s rights pursuant to subdivision 7c.
			7e. To fail to provide to a dealer, when the manufacturer, factory branch,
distributor, or distributor branch claims that a vendor chosen by the dealer
cannot supply goods and services of substantially similar quality, a disclosure
concerning the vendor selected, identified, or designated by the franchisor
stating (i) whether the manufacturer, factory branch, distributor, distributor
branch, or one of its affiliates, or any officer, director, or employee of the
same, has an ownership interest, actual or beneficial, in the vendor and, if so,
the percentage of the ownership interest and (ii) whether the manufacturer,
factory branch, distributor, distributor branch, or one of its affiliates has an
agreement or arrangement by which the vendor pays to the manufacturer, factory
branch, distributor, distributor branch, or one of its affiliates, or any
officer, director, or employee of the same, any compensation and, if so, the
basis and amount of the compensation to be paid as a result of any purchases by
the dealer, whether it is to be paid by direct payment by the vendor or by
credit from the vendor for the benefit of the recipient.
			7f. To fail to provide to a dealer, if the goods and services to be supplied
to the dealer by a vendor selected, identified, or designated by the
manufacturer, factory branch, distributor, or distributor branch are signs or
other franchisor image elements to be leased to the dealer, the right to
purchase the signs or other franchisor image elements of like kind and quality
from a vendor selected by the dealer. If the vendor selected by the
manufacturer, factory branch, distributor, or distributor branch is the only
available vendor, the dealer must be given the opportunity to purchase the signs
or other franchisor image elements at a price substantially similar to the
capitalized lease costs thereof. This subdivision shall not be construed to
allow a dealer to impair or eliminate the intellectual property rights of the
manufacturer, factory branch, distributor, or distributor branch, nor to permit
a dealer to erect or maintain signs that do not conform to the intellectual
property usage guidelines of the manufacturer, factory branch, distributor, or
distributor branch.

8. To include in any franchise with a motor vehicle dealer terms that are
contrary to, prohibited by, or otherwise inconsistent with the requirements of
this chapter.
			8a. For any franchise agreement, to require a motor vehicle dealer to pay the
attorney fees of the manufacturer or distributor related to hearings and appeals
brought under this article.

9. To fail to include in any franchise with a motor vehicle dealer the following
language: &#8220;If any provision herein contravenes the laws or regulations of
any state or other jurisdiction wherein this agreement is to be performed, or
denies access to the procedures, forums, or remedies provided for by such laws
or regulations, such provision shall be deemed to be modified to conform to such
laws or regulations, and all other terms and provisions shall remain in full
force,&#8221; or words to that effect.
			9a. To include in any franchise agreement or similar agreement governing the
sales, leasing, or service of new motor vehicles, or to enforce or seek to
enforce in such franchise agreement or similar agreement, a right for the
manufacturer, factory branch, distributor, or distributor branch to unilaterally
amend the franchise agreement or similar agreement. Any amendment to a franchise
agreement or similar agreement governing the sales, leasing, or service of new
vehicles must be agreed by both the manufacturer, factory branch, distributor,
or distributor branch and the dealer at the time the franchise agreement or
similar agreement is to be amended.

10. To enter into any agreement with a motor vehicle dealer in which the
manufacturer, factory branch, distributor, distributor branch, or one of its
affiliates is given site control over the premises of a dealer that does not
terminate upon the occurrence of any of the following events: (i) the right of
the franchisor to manufacture or distribute the line-make of vehicles covered by
the dealer&#8217;s franchise is sold, assigned, or otherwise transferred by the
manufacturer, factory branch, distributor, or distributor branch to another;
(ii) the final termination of the dealer&#8217;s franchise for any reason; or
(iii) the manufacturer, factory branch, distributor, or distributor branch of
its affiliate fails for any reason to exercise its right of first refusal to
purchase the assets or ownership of the business of the dealer when given the
opportunity to do so by virtue of its franchise agreement, another agreement, or
as set forth in &#xA7; 46.2-1569. For purposes of this subdivision, the term
&#8220;site control&#8221; shall mean the contractual right to control in any
way the commercial use and development of the premises upon which a
dealer&#8217;s business operations are located, including the right to approve
of additional or different uses for the property beyond those of its franchise,
the right to lease or sublease the dealer&#8217;s property, or the right or
option to purchase the dealer&#8217;s property.

11. To require or coerce a motor vehicle dealer, whether by agreement, program,
incentive provision, or otherwise, to submit or to provide a manufacturer,
factory branch, distributor, or distributor branch access to consumer data
maintained by the dealer (i) by any method that violates or would violate the
dealer&#8217;s chosen policies and processes for complying with obligations to
protect consumer data under laws of the United States or the Commonwealth or
(ii) through franchisor access to the computer database of the dealer if the
dealer chooses to submit data specified by the franchisor.
			The manufacturer, factory branch, distributor, or distributor branch shall
provide a dealer the right to cancel the dealer&#8217;s participation in a
program under which the dealer provides consumer data or access to data to the
manufacturer, factory branch, distributor, or distributor branch, provided that
a manufacturer, factory branch, distributor, or distributor branch may require
notice of up to 60 days of the dealer&#8217;s decision to cancel the
dealer&#8217;s participation.
			If a manufacturer, factory branch, distributor, or distributor branch offers
incentives or other payments under a program offered after July 1, 2015,
excluding any continuation, renewal, or modification of any existing program,
and available to more than one dealer in the Commonwealth that are premised
wholly or in part on dealer participation in manufacturer, factory branch,
distributor, or distributor branch programs under which consumer data is
provided to or accessed by the manufacturer, factory branch, distributor, or
distributor branch, a dealer that exercises its rights under this subdivision
shall be deemed to be in compliance with the program requirements pertaining to
providing consumer data, provided that the dealer has otherwise met program
requirements to the extent of providing any consumer data that is not nonpublic
personal information.
			It shall not constitute a violation of this subdivision for a manufacturer,
factory branch, distributor, or distributor branch to require a motor vehicle
dealer to provide data (a) concerning a new motor vehicle sale or used motor
vehicle sale under a manufacturer certification program, (b) to validate a
customer or dealer incentive, (c) to calculate dealer or market sales or
evaluate service performance or customer satisfaction to facilitate analysis of
product quality and market feedback, (d) to facilitate warranty service work on
a vehicle, (e) concerning information with respect to recall repairs or
information about a recalled vehicle, (f) pursuant to a mutual agreement between
a manufacturer, factory branch, distributor, or distributor branch and a dealer,
or (g) where consumer data is reasonably necessary to enable a manufacturer,
factory branch, distributor, or distributor branch to provide programs,
products, or services to a dealer.
			A dealer that elects to submit or push data or information to the
manufacturer, factory branch, distributor, or distributor branch through any
method other than that provided by the manufacturer, factory branch,
distributor, or distributor branch shall timely obtain and furnish the requested
data in a widely accepted electronic file format. A manufacturer, factory
branch, distributor, or distributor branch shall not impose a fee, surcharge, or
charge of any type on a dealer that chooses to submit data specified by the
manufacturer, factory branch, distributor, or distributor branch rather than
provide the manufacturer, factory branch, distributor, or distributor branch
access to the dealer&#8217;s computer database.

HISTORY: 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; 2011, cc. 774, 856; 2015, cc. 155,
236; 2016, cc. 432, 534; 2023, cc. 310, 311; 2024, cc. 791, 804.