Okla. Stat. tit. 15, § 15-245A.2

failure to approve or deny request - Death of dealer.

A. Except as otherwise provided in this section, a supplier

must provide a dealer at least one hundred eighty (180) days’ prior

written notice of termination of a dealer agreement. The notice

must state all reasons constituting good cause for such termination

and must state that the dealer has sixty (60) days in which to cure

any claimed deficiency. If the deficiency is rectified within sixty

(60) days, the notice will be void. A supplier, other than a

specialty agricultural equipment supplier, may not terminate a

dealer agreement for the reason set forth in paragraph 8 of

subsection A of Section 245A.1 of this title unless the supplier

gives the dealer notice of such action at least two (2) years before

the effective date of the action. If the dealer achieves the

supplier’s requirements for reasonable standards or performance

objectives before the expiration of the two-year notice period, the

notice will be void and the dealer agreement will continue in full

force and effect. The notice and right to cure provisions under

this section shall not apply if the reason for termination is for

any reason set forth in paragraphs 1 through 7 of subsection A of

Section 245A.1 of this title.

B. If a supplier has contractual authority to approve or deny a

request for a sale or transfer of a dealer’s business or an equity

ownership interest therein, the supplier shall approve or deny such

Oklahoma Statutes - Title 15. Contracts Page 79

a request within sixty (60) days after receiving a written request

from the dealer. If the supplier has neither approved nor denied

the request within the sixty-day period, the request will be deemed

approved. The dealer’s request shall include reasonable financial,

personal background, character references and work history

information for the acquiring persons. If a supplier denies a

request made pursuant to this subsection, the supplier must provide

the dealer with a written notice of the denial that states the

reasons for the denial. A supplier may not unreasonably withhold

consent to a request for a sale or transfer of a dealer’s business

or an equity ownership interest in such business, and such consent

may only be withheld for good cause. The supplier shall have the

burden to prove that the denial of the request for sale or transfer

complied with the requirements of this subsection.

C. If a dealer dies and the supplier has contractual authority

to approve or deny a request for a sale or transfer of the dealer’s

business or equity ownership interest therein, the dealer’s estate,

or such other person with authority to transfer assets of the

dealer, will have one hundred eighty (180) days to submit to the

supplier a written request for a sale or transfer of the business or

equity ownership interest. If the request is timely submitted, the

supplier shall approve or deny the request in accordance with

subsection B of this section. Notwithstanding anything to the

contrary contained in the Fair Practices of Equipment Manufacturers,

Distributors, Wholesalers and Dealers Act, any attempt by the

supplier to terminate the dealer or the dealership as a result of

the death of a dealer will be delayed until there has been

compliance with the terms of this section or the one-hundred-eighty-

day period has expired, as applicable.

D. The provisions of this section shall not apply to single-

line dealer agreements.