Okla. Stat. tit. 47, § 47-565.2v2

vehicle or new powersports vehicle dealer franchise.

A. Irrespective of the terms, provisions, or conditions of any

franchise, or the terms or provisions of any waiver, no manufacturer

shall terminate, cancel, or fail to renew any franchise with a

licensed new motor vehicle dealer or new powersports vehicle dealer

unless the manufacturer has satisfied the notice requirements as

provided in this section and has good cause for cancellation,

termination, or nonrenewal. The manufacturer shall not attempt to

cancel or fail to renew the franchise agreement of a new motor

vehicle dealer in this state unfairly and without just provocation

or without due regard to the equities of the dealer or without good

faith as defined herein. As used herein, "good faith" means the

duty of each party to any franchise agreement to act in a fair and

equitable manner toward each other, with freedom from coercion or

intimidation or threats thereof from each other.

B. Irrespective of the terms, provisions, or conditions of any

franchise, or the terms or provisions of any waiver, good cause

shall exist for the purpose of a termination, cancellation, or

nonrenewal when:

1. The new motor vehicle dealer or new powersports vehicle

dealer has failed to comply with a provision of the franchise, which

provision is both reasonable and of material significance to the

franchise relationship, or the new motor vehicle dealer or new

powersports vehicle dealer has failed to comply with reasonable

performance criteria for sales or service established by the

manufacturer, and the new motor vehicle dealer or new powersports

vehicle dealer has been notified by written notice from the

manufacturer; and

2. The new motor vehicle dealer or new powersports vehicle

dealer has received written notification of failure to comply with

the manufacturer's reasonable sales performance standards,

capitalization requirements, facility commitments, business-related

equipment acquisitions, or other such remediable failings exclusive

of those reasons enumerated in paragraph 1 of subsection C of this

section, and the new motor vehicle dealer or new powersports vehicle

dealer has been afforded a reasonable opportunity of not less than

six (6) months to comply with such a provision or criteria.

C. Irrespective of the terms, provisions, or conditions of any

franchise agreement prior to the termination, cancellation, or

nonrenewal of any franchise, the manufacturer shall furnish

notification of such termination, cancellation, or nonrenewal to the

new motor vehicle dealer or new powersports vehicle dealer and the

Oklahoma New Motor Vehicle Commission as follows:

1. Not less than ninety (90) days prior to the effective date

of the termination, cancellation, or nonrenewal unless for a cause

described in paragraph 2 of this subsection;

Oklahoma Statutes - Title 47. Motor Vehicles Page 831

2. Not less than fifteen (15) days prior to the effective date

of the termination, cancellation, or nonrenewal with respect to any

of the following:

a. insolvency of the new motor vehicle dealer or new

powersports vehicle dealer, or the filing of any

petition by or against the new motor vehicle dealer or

new powersports vehicle dealer under any bankruptcy or

receivership law,

b. failure of the new motor vehicle dealer or new

powersports vehicle dealer to conduct its customary

sales and service operations during its customary

business hours for seven (7) consecutive business

days, provided that such failure to conduct business

shall not be due to an act of God or circumstances

beyond the direct control of the new vehicle dealer,

or

c. conviction of the new vehicle dealer or new

powersports vehicle dealer of any felony which is

punishable by imprisonment or a violation of the

Federal Odometer Act; and

3. Not less than one hundred eighty (180) days prior to the

effective date of the termination or cancellation where the
not be due to an act of God or circumstances

beyond the direct control of the new vehicle dealer,

or

c. conviction of the new vehicle dealer or new

powersports vehicle dealer of any felony which is

punishable by imprisonment or a violation of the

Federal Odometer Act; and

3. Not less than one hundred eighty (180) days prior to the

effective date of the termination or cancellation where the

manufacturer or distributor is discontinuing the sale of the product

line.

The notification required by this subsection shall be by

certified mail, return receipt requested, and shall contain a

statement of intent to terminate, to cancel, or to not renew the

franchise, a statement of the reasons for the termination,

cancellation, or nonrenewal and the date the termination shall take

effect.

D. Upon the affected new motor vehicle or new powersports

vehicle dealer's receipt of the aforementioned notice of

termination, cancellation, or nonrenewal, the new motor vehicle

dealer shall have the right to file a protest of such threatened

termination, cancellation, or nonrenewal with the Commission within

thirty (30) days and request a hearing. The hearing shall be held

within one hundred eighty (180) days of the date of the timely

protest by the dealer and in accordance with the provisions of the

Administrative Procedures Act, Sections 250 through 323 of Title 75

of the Oklahoma Statutes, to determine if the threatened

cancellation, termination, or nonrenewal of the franchise has been

for good cause and if the factory has complied with its obligations

pursuant to subsections A, B, and C of this section and the factory

shall have the burden of proof. Either party may request an

additional one-hundred-eighty-day extension of the hearing date from

the Commission. Approval of the requested extension may not be

unreasonably withheld or delayed. If the Commission finds that the

Oklahoma Statutes - Title 47. Motor Vehicles Page 832

threatened cancellation, termination, or nonrenewal of the franchise

has not been for good cause or violates subsection A, B, or C of

this section, then it shall issue a final order stating that the

threatened termination is wrongful. A factory shall have the right

to appeal such order. During the pendency of the hearing and after

the decision, the franchise shall remain in full force and effect,

including the right to transfer the franchise. If the Commission

finds that the threatened cancellation, termination, or nonrenewal

is for good cause and does not violate subsection A, B, or C of this

section, the new motor vehicle or new powersports vehicle dealer

shall have the right to an appeal. During the pendency of the

action, including the final decision or appeal, the franchise shall

remain in full force and effect, including the right to transfer the

franchise. If the dealer prevails in the threatened termination

action, the Commission shall award to the dealer the attorney fees

and costs incurred to defend the action.

E. If the factory prevails in an action to terminate, cancel,

or not renew any franchise, the new motor vehicle or new powersports

vehicle dealer shall be allowed fair and reasonable compensation by

the manufacturer for:

1. New, current, and previous model year vehicle inventory

which has been acquired from the manufacturer, and which is unused

and has not been damaged or altered while in the dealer's

possession;

2. Supplies and parts which have been acquired from the

manufacturer, for the purpose of this section, limited to any and

all supplies and parts that are listed on the current parts price

sheet available to the dealer;

3. Equipment and furnishings, provided the dealer purchased

them from the manufacturer or its approved sources; and

4. Special tools, with such fair and reasonable compensation to

be paid by the manufacturer within ninety (90) days of the effective

date of the termination, cancellation, or nonrenewal, provided the
arts that are listed on the current parts price

sheet available to the dealer;

3. Equipment and furnishings, provided the dealer purchased

them from the manufacturer or its approved sources; and

4. Special tools, with such fair and reasonable compensation to

be paid by the manufacturer within ninety (90) days of the effective

date of the termination, cancellation, or nonrenewal, provided the

dealer has clear title to the inventory and other items and is in a

position to convey that title to the manufacturer.

a. For the purposes of paragraph 1 of this subsection,

fair and reasonable compensation shall be no less than

the net acquisition price of the vehicle paid by the

dealer.

b. For the purposes of paragraphs 2, 3, and 4 of this

subsection, fair and reasonable compensation shall be

the net acquisition price paid by the dealer less a

twenty-percent (20%) straight-line depreciation for

each year following the dealer's acquisition of the

supplies, parts, equipment, furnishings, and/or

special tools.

Oklahoma Statutes - Title 47. Motor Vehicles Page 833

F. If a factory prevails in an action to terminate, cancel, or

not renew any franchise and the new motor vehicle or new powersports

vehicle dealer is leasing the dealership facilities, the

manufacturer shall pay a reasonable rent to the lessor in accordance

with and subject to the provisions of subsection G of this section.

Nothing in this section shall be construed to relieve a new motor

vehicle or new powersports vehicle dealer of its duty to mitigate

damages.

G. 1. Such reasonable rental value shall be paid only to the

extent the dealership premises are recognized in the franchise and

only if they are:

a. used solely for performance in accordance with the

franchise. If the facility is used for the operation

of more than one franchise, the reasonable rent shall

be paid based upon the portion of the facility

utilized by the franchise being terminated, canceled,

or nonrenewed, and

b. not substantially in excess of facilities recommended

by the manufacturer.

2. If the facilities are owned by the new motor vehicle or new

powersports vehicle dealer, within ninety (90) days following the

effective date of the termination, cancellation, or nonrenewal, the

manufacturer will either:

a. locate a qualified purchaser who will offer to

purchase the dealership facilities at a reasonable

price,

b. locate a qualified lessee who will offer to lease the

premises for the remaining lease term at the rent set

forth in the lease, or

c. failing the foregoing, lease the dealership facilities

at a reasonable rental value for the portion of the

facility that is recognized in the franchise agreement

for one (1) year.

3. If the facilities are leased by the new motor vehicle or new

powersports vehicle dealer, within ninety (90) days following the

effective date of the termination, cancellation, or nonrenewal the

manufacturer will either:

a. locate a tenant or tenants satisfactory to the lessor,

who will sublet or assume the balance of the lease,

b. arrange with the lessor for the cancellation of the

lease without penalty to the dealer, or

c. failing the foregoing, lease the dealership facilities

at a reasonable rent for the portion of the facility

that is recognized in the franchise agreement for one
nufacturer will either:

a. locate a tenant or tenants satisfactory to the lessor,

who will sublet or assume the balance of the lease,

b. arrange with the lessor for the cancellation of the

lease without penalty to the dealer, or

c. failing the foregoing, lease the dealership facilities

at a reasonable rent for the portion of the facility

that is recognized in the franchise agreement for one

(1) year.

Oklahoma Statutes - Title 47. Motor Vehicles Page 834

4. The manufacturer shall not be obligated to provide

assistance under this section if the new motor vehicle or new

powersports vehicle dealer:

a. fails to accept a bona fide offer from a prospective

purchaser, sublessee, or assignee,

b. refuses to execute a settlement agreement with the

lessor if such agreement with the lessor would be

without cost to the dealer, or

c. fails to make written request for assistance under

this section within ninety (90) days after the

effective date of the termination, cancellation, or

nonrenewal.

5. The manufacturer shall be entitled to occupy and use any

space for which it pays rent required by this section.

H. In addition to the repurchase requirements set forth in

subsections E and G of this section, in the event the termination or

cancellation is the result of a discontinuance of a product line,

the manufacturer or distributor shall compensate the new motor

vehicle or new powersports vehicle dealer in an amount equivalent to

the fair market value of the terminated franchise as of the date

immediately preceding the manufacturer's or distributor's

announcement or provide the dealer with a replacement franchise on

substantially similar terms and conditions as those offered to other

same line-make dealers. The dealer may immediately request payment

under this section following the announcement in exchange for

canceling any further franchise rights, except payments owed to the

new motor vehicle dealer in the ordinary course of business, or may

request payment under this section upon the final termination,

cancellation, or nonrenewal of the franchise. In either case,

payment under this section shall be made not later than ninety (90)

days after the fair market value is determined. If the factory and

dealer cannot agree on the fair market value of the terminated

franchise or agree to a process to determine the fair market value,

then the factory and dealer shall utilize a neutral third-party

mediator to resolve the disagreement.