                                 CODE OF VIRGINIA

MANUFACTURER OR DISTRIBUTOR RIGHT OF FIRST REFUSAL (§ 46.2-1573.18)

Notwithstanding the terms of any franchise agreement, in the event of a proposed
sale or transfer of a dealership, the manufacturer or distributor shall be
permitted to exercise a right of first refusal to acquire the new trailer
dealer&#8217;s assets or ownership, if such sale or transfer is conditioned upon
the manufacturer&#8217;s or dealer&#8217;s entering into a dealer agreement with
the proposed new owner or transferee, only if all the following requirements are
met:

1. To exercise its right of first refusal, the manufacturer or distributor must
notify the dealer in writing within 45 days of its receipt of the completed
proposal for the proposed sale or transfer;

2. The exercise of the right of first refusal will result in the dealer&#8217;s
and dealer owner&#8217;s receiving the same or greater consideration as they
have contracted to receive in connection with the proposed change of ownership
or transfer;

3. The proposed sale or transfer of the dealership&#8217;s assets does not
involve the transfer or sale to a member or members of the family of one or more
dealer owners, or to a qualified manager or a partnership or corporation
controlled by such persons; and

4. The manufacturer or distributor agrees to pay the reasonable expenses,
including attorney fees that do not exceed the usual, customary, and reasonable
fees charged for similar work done for other clients, incurred by the proposed
new owner and transferee prior to the manufacturer&#8217;s or
distributor&#8217;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. Notwithstanding the foregoing, no payment of such expenses
and attorney fees shall be required if the dealer has not submitted or caused to
be submitted an accounting of those expenses within 30 days of the
dealer&#8217;s receipt of the manufacturer&#8217;s or distributor&#8217;s
written request for such an accounting. Such accounting may be requested by a
manufacturer or distributor before exercising its right of first refusal.

HISTORY: 1996, cc. 1043, 1052, § 46.2-1992.70; 2015, c. 615.