                                 CODE OF VIRGINIA

REQUIRED PROVISIONS PERTAINING TO AGREEMENTS BETWEEN REFINERS AND DEALERS (§
59.1-21.11)

Every agreement between a refiner and a dealer shall be subject to the following
provisions, whether or not expressly set forth therein:

1. The dealer shall not be required to keep his retail outlet open for business
for more than sixteen consecutive hours per day, nor more than six days per
week. This subdivision shall not be construed to prevent any retail outlet being
open when required to be open to conform to any local, state or federal law or
regulation, nor shall this subdivision be construed to prevent any retail outlet
from being open for business for more than sixteen consecutive hours per day or
more than six days per week when the dealer determines that market conditions
warrant such operation. This subdivision shall not apply to retail outlets which
participate in the travel services signing program of the Virginia Department of
Transportation.

2. The right of either party to trial by jury or to the interposition of
counterclaims or cross claims shall not be waived.

3. In the absence of any express agreement, the dealer shall not be required to
participate financially in the use of any premium, coupon, give-away, or rebate
in the operation of a retail outlet. The refiner may require the dealer to
distribute to customers premiums, coupons, or give-aways which are furnished to
the dealer at the expense of the refiner.

4. No agreement or franchise subject to the provisions of this chapter shall
limit, restrict, or impair the number of retail outlets which an individual
dealer may operate for the same refiner, nor may any agreement or franchise
establish working hours for the dealer. However, an agreement or franchise may
require the dealer to be involved in the operation of the business of the
dealer&#8217;s retail outlet or retail outlets for not more than an average of
sixty hours per month. Notwithstanding the provisions of this subdivision, a
refiner may impose a requirement in a trial franchise only, that a dealer be on
the marketing premises of the dealer&#8217;s retail outlet or retail outlets for
a reasonable number of hours per week not to exceed twenty hours per week.

5. No transfer or assignment of a franchise by a dealer to a qualified
transferee or assignee shall be unreasonably disapproved by the refiner. A
refiner shall have forty-five days, after the date of submission by a proposed
transferee or assignee of all personal and financial information required by the
refiner&#8217;s reasonable and uniform standards, within which to notify a
dealer in writing that a proposed transferee or assignee meets or fails to meet
the refiner&#8217;s reasonable and uniform qualifications. If the proposed
transferee or assignee fails to meet the refiner&#8217;s reasonable and normal
qualifications, the notice to the dealer shall state with specificity the
reasons for such failure.

6. The term of the initial agreement between the refiner and the dealer relating
to specific marketing premises shall not be less than one year; the term of all
subsequent agreements between the refiner and the dealer, relating to the same
marketing premises, shall not be for less than three years. The rental
provisions in any such agreement or franchise shall be based on commercially
fair and reasonable standards, uniformly applied to all similarly situated
dealers of the same refiner in the same geographic area.

7. A refiner may require a dealer to pay a fee or charge for the privilege of
honoring a credit card issued by the refiner and used by customers of the dealer
in purchasing at retail products and services at retail outlets which bear the
brand name or trademark of the refiner only if such refiner has deducted the
cost of extending retail credit from the tankwagon price charged dealers, has
notified the dealer in writing of such deduction and such fee is a part of a
program designed (i) to induce retail purchases for cash or (ii) to separate the
cost of extending retail credit from the tankwagon price paid by the dealer. The
amount of any such fee or charge shall be directly related to the actual cost
incurred by the refiner in the extension of retail credit. Notwithstanding the
provisions of subsection A of &#xA7; 59.1-21.12, any refiner who violates the
provisions of this subdivision shall be civilly liable for damages in treble the
amount of the damages sustained by the complaining party as a result of the
violation.

8. A dealer shall have the right, effective upon his death, permanent and total
disability, or retirement, to have his interests under a franchise agreement
with a refiner assigned to a designated family member who has been approved by
the refiner in accordance with the refiner&#8217;s reasonable and uniform
standards for personal and financial condition unless the refiner shows that the
designated family member no longer meets the reasonable and uniform standards at
the time of the previous approval. All franchise agreements shall contain a
provision identifying the designated family member who is entitled to succeed to
the interests of the dealer under the agreement upon his death, permanent and
total disability, or retirement. The foregoing shall not prohibit a refiner from
requiring that the designated family member accept a trial franchise within
twenty-one days of the dealer&#8217;s death, permanent and total disability, or
retirement and that the designated family member attend a training program
offered by the refiner.
			A dealer and the refiner may mutually agree to change the designated family
member entitled to succeed to the dealer&#8217;s interests under a franchise
agreement. The designated family member shall provide, upon the request of the
refiner, personal and financial information that is reasonably necessary to
determine whether the succession should be honored. The refiner shall not be
obligated to accept a designated family member under this subdivision who does
not meet the reasonable and uniform standards uniformly imposed by the refiner;
however, any refusal to accept the designated family member as a successor
dealer shall be given by the refiner in writing to the dealer, not later than
ninety days after the date of the designation of the designated family member by
the dealer, and shall state with specificity the reasons for such refusal.

9. a. No refiner shall condition approval of an assignment, transfer, sale, or
renewal of a franchise agreement on the payment by the dealer, or the proposed
successor dealer, of a franchise fee or penalty unless the assignment, transfer,
or sale is of a franchise agreement covering a new or newly remodeled facility.
			b. A refiner may require a dealer to pay a franchise fee or penalty, as
hereinafter provided, upon the assignment, transfer, or sale of a franchise
agreement covering a new facility within the first three years of the initial
term of the franchise agreement, or upon the assignment, transfer or sale of a
franchise agreement covering a newly remodeled facility within the first three
years after the completion of the remodeling:

   1. An amount not to exceed sixty percent of the profit realized by the dealer
   if the assignment, transfer, or sale takes place within the first twelve-month
   period.

   2. An amount not to exceed twenty-five percent of the profit realized by the
   dealer if the assignment, transfer, or sale takes place within the second
   twelve-month period.

   3. An amount not to exceed ten percent of the profit realized by the dealer if
   the assignment, transfer, or sale takes place within the third twelve-month
   period.
   				c. Nothing in this section shall authorize a refiner to impose a franchise
   fee or penalty upon an assignment, transfer, or sale to a family member
   pursuant to subdivision 8 of this section.
   				d. In the case of a new facility, a franchise fee may be charged at the
   time the first franchise agreement is entered into.

10. Any provision in any agreement or franchise purporting to waive any right or
remedy under this chapter or any applicable provisions of the Petroleum
Marketing Practices Act (15 U.S.C. &#xA7; 2802 et seq.) shall be null and void.

HISTORY: 1973, c. 423; 1979, c. 306; 1982, c. 350; 1985, c. 498; 1987, c. 535;
1990, c. 907; 1991, c. 199.