                                 CODE OF VIRGINIA

FRANCHISOR&#8217;S OBLIGATION TO OFFER LEASED MARKETING PREMISES TO OCCUPYING
DEALER (§ 59.1-21.15:2)

A. As used in this section, unless the context requires otherwise:
			&#8220;Bona fide offer&#8221; 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. 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

   2. 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&#8217;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&#8217;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.
   				If 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&#8217;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.
   				A 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&#8217;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&#8217;s purchase of the premises or acquisition of the
   franchisor&#8217;s rights in the premises. In conjunction with the
   dealer&#8217;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.
   				&#8220;Leased marketing premises&#8221; 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.
   				&#8220;Supply agreement&#8221; means an agreement, oral or written, under
   which a party is to supply, and a dealer is required to buy, petroleum
   products.

B. 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&#8217;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&#8217;s interest in the premises, other than signs displaying the
refiner&#8217;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&#8217;s interest in the premises.

C. 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.

D. 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.

E. The bona fide offer required to be made to the dealer by the franchisor
shall:

   1. Be in writing;

   2. Set forth fully and completely all terms and conditions of the offer being
   made by the franchisor;

   3. 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

   4. 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.

F. 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&#8217;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&#8217;s rights, the closing on, and transfer of,
the leased marketing premises shall occur (i) within 60 days after the
dealer&#8217;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&#8217;s right of first refusal under this section, whichever date
occurs later.

G. The provisions of this section shall apply only to the sale, assignment, or
transfer of a franchisor&#8217;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.

HISTORY: 2014, c. 222.