Okla. Stat. tit. 47, § 47-565v1

first refusal.

A. The Oklahoma New Motor Vehicle Commission may deny an

application for a license, revoke or suspend a license, or impose a

fine against any person or entity, not to exceed Ten Thousand

Dollars ($10,000.00) per occurrence, that violates any provision of

Sections 561 through 567, 572, 578.1, 579, and 579.1 of this title

or for any of the following reasons:

1. On satisfactory proof of unfitness of the applicant in any

application for any license under the provisions of Section 561 et

seq. of this title;

2. For any material misstatement made by an applicant in any

application for any license under the provisions of Section 561 et

seq. of this title;

3. For any failure to comply with any provision of Section 561

et seq. of this title or any rule promulgated by the Commission

under authority vested in it by Section 561 et seq. of this title;

4. A change of condition after license is granted resulting in

failure to maintain the qualifications for license;

5. Being a new motor vehicle dealer who:

a. has required a purchaser of a new motor vehicle, as a

condition of sale and delivery thereof, to also

purchase special features, appliances, accessories, or

equipment not desired or requested by the purchaser

and installed by the new motor vehicle dealer,

b. uses any false or misleading advertising in connection

with business as a new motor vehicle dealer,

c. has committed any unlawful act which resulted in the

revocation of any similar license in another state,

d. has failed or refused to perform any written agreement

with any retail buyer involving the sale of a motor

vehicle,

e. has been convicted of a felony crime that

substantially relates to the occupation of a new motor

vehicle dealer and poses a reasonable threat to public

safety,

f. has committed a fraudulent act in selling, purchasing,

or otherwise dealing in new motor vehicles or has

misrepresented the terms and conditions of a sale,

purchase or contract for sale or purchase of a new

motor vehicle or any interest therein including an

option to purchase such vehicle,

Oklahoma Statutes - Title 47. Motor Vehicles Page 838

g. has failed to meet or maintain the conditions and

requirements necessary to qualify for the issuance of

a license, or

h. completes any sale or transaction of an extended

service contract, extended maintenance plan, or

similar product using contract forms that do not

conspicuously disclose the identity of the service

contract provider;

6. Being a motor vehicle salesperson who is not employed as

such by a licensed new motor vehicle dealer;

7. Being a new motor vehicle dealer who:

a. does not have an established place of business,

b. does not provide for a suitable repair shop separate

from the display room with ample space to repair or

recondition one or more vehicles at the same time, and

which is staffed with properly trained and qualified

repair technicians and is equipped with such parts,

tools, and equipment as may be requisite for the

servicing of motor vehicles in such a manner as to

make them comply with the safety laws of this state

and to properly fulfill the dealer's or manufacturer's

warranty obligation,

c. does not hold a franchise in effect with a

manufacturer or distributor of new or unused motor

vehicles for the sale of the same and is not

authorized by the manufacturer or distributor to

render predelivery preparation of such vehicles sold

to purchasers and to perform any authorized post-sale

work pursuant to the manufacturer's or distributor's

warranty,

d. employs a person without obtaining a certificate of

registration for the person, or utilizes the services

of used motor vehicle lots or dealers or other

unlicensed persons in connection with the sale of new

motor vehicles,

e. does not properly service a new motor vehicle before

delivery of same to the original purchaser thereof, or

f. fails to order and stock a reasonable number of new
d. employs a person without obtaining a certificate of

registration for the person, or utilizes the services

of used motor vehicle lots or dealers or other

unlicensed persons in connection with the sale of new

motor vehicles,

e. does not properly service a new motor vehicle before

delivery of same to the original purchaser thereof, or

f. fails to order and stock a reasonable number of new

motor vehicles necessary to meet consumer demand for

each of the new motor vehicles included in the new

motor vehicle dealer's franchise agreement, unless the

new motor vehicles are not readily available from the

manufacturer or distributor due to limited production;

8. Being a factory that has:

a. either induced or attempted to induce by means of

coercion or intimidation, any new motor vehicle

dealer:

Oklahoma Statutes - Title 47. Motor Vehicles Page 839

(1) to accept delivery of any motor vehicle or

vehicles, parts, or accessories therefor, or any

other commodities including advertising material

which shall not have been ordered by the new

motor vehicle dealer,

(2) to order or accept delivery of any motor vehicle

with special features, appliances, accessories,

or equipment not included in the list price of

the motor vehicles as publicly advertised by the

manufacturer thereof, or

(3) to order or accept delivery of any parts,

accessories, equipment, machinery, tools,

appliances, or any commodity whatsoever,

b. induced under threat or discrimination by the

withholding from delivery to a new motor vehicle

dealer certain models of motor vehicles, changing or

amending unilaterally the new motor vehicle dealer's

allotment of motor vehicles, and/or withholding and

delaying delivery of the vehicles out of the ordinary

course of business, in order to induce by such

coercion any new motor vehicle dealer to participate

or contribute to any local or national advertising

fund controlled directly or indirectly by the factory

or for any other purposes such as contest,

"giveaways", or other so-called sales promotional

devices, and/or change of quotas in any sales contest;

or has required new motor vehicle dealers, as a

condition to receiving their vehicle allotment, to

order a certain percentage of the vehicles with

optional equipment not specified by the new motor

vehicle dealer; however, nothing in this section shall

prohibit a factory from supporting an advertising

association which is open to all new motor vehicle

dealers on the same basis,

c. used a performance standard, sales objective, or

program for measuring dealer performance that may have

a material effect on a right of the dealer to vehicle

allocation; or payment under any incentive or

reimbursement program that is unfair, unreasonable,

inequitable, and not based on accurate information,

d. used a performance standard for measuring sales or

service performance which results in penalizing any

new motor vehicle dealer under the terms of the

franchise agreement which:

(1) is unfair, unreasonable, arbitrary, or

inequitable,

Oklahoma Statutes - Title 47. Motor Vehicles Page 840

(2) does not consider the relevant and material local

and state or regional criteria, prevailing

economic conditions affecting the sales or

service performance of a vehicle dealer, and any

relevant and material data and facts presented by

the dealer in writing within thirty (30) days of

the written notice of the manufacturer to the

dealer of its intention to cancel, terminate, or

not renew the dealer's franchise agreement, and
material local

and state or regional criteria, prevailing

economic conditions affecting the sales or

service performance of a vehicle dealer, and any

relevant and material data and facts presented by

the dealer in writing within thirty (30) days of

the written notice of the manufacturer to the

dealer of its intention to cancel, terminate, or

not renew the dealer's franchise agreement, and

(3) does not consider the actual vehicle allocation

offered or otherwise made available to the dealer

by the manufacturer or distributor, as well as

the dealer's inventory levels relevant to achieve

any minimum performance standards to which the

manufacturer or distributor holds the dealer

accountable,

e. failed or refused to sell, or offer for sale, new

motor vehicles to all of its authorized same line-make

franchised new motor vehicle dealers at the same price

for a comparably equipped motor vehicle, on the same

terms, with no differential in functionally available

discount, allowance, credit, or bonus, except as

provided in subparagraph e of paragraph 9 of this

subsection,

f. failed to provide reasonable compensation to a new

motor vehicle dealer substantially equivalent to the

actual cost of providing a manufacturer required

loaner or rental vehicle to any consumer who is having

a vehicle serviced at the dealership. For purposes of

this paragraph, actual cost is the average cost in the

new motor vehicle dealer's region for the rental of a

substantially similar make and model as the vehicle

being serviced, or

g. failed to make available to its new motor vehicle

dealers a fair and proportional share of all new

vehicles distributed to same line-make dealers in this

state, subject to the same reasonable terms, including

any vehicles distributed from a common new vehicle

inventory pool outside of the factory's ordinary

allocation process such as any vehicles the factory

reserves to distribute on a discretionary basis;

9. Being a factory that:

a. has attempted to coerce or has coerced any new motor

vehicle dealer to enter into any agreement or to

cancel any agreement; has failed to act in good faith

and in a fair, equitable, and nondiscriminatory

manner; has directly or indirectly coerced,

Oklahoma Statutes - Title 47. Motor Vehicles Page 841

intimidated, threatened, or restrained any new motor

vehicle dealer; has acted dishonestly; or has failed

to act in accordance with the reasonable standards of

fair dealing,

b. has failed to compensate its dealers for the work and

services they are required to perform in connection

with the dealer's delivery and preparation obligations

according to the agreements on file with the

Commission which must be found by the Commission to be

reasonable, or has failed to adequately and fairly

compensate its dealers for labor, parts, and other

expenses incurred by the dealer to perform under and

comply with manufacturer's warranty agreements and

recall repairs which shall include diagnostic work as

applicable and assistance requested by a consumer

whose vehicle was subjected to an over-the-air or

remote change, repair, or update to any part, system,

accessory, or function by the manufacturer and

performed by the dealer in order to satisfy the

consumer. Time allowances for the diagnosis and

performance of repair work shall be reasonable and

adequate for the work to be performed. Adequate and

fair compensation, which under this provision shall be

no less than the rates customarily charged for retail

consumer repairs as calculated herein, for parts and

labor for warranty and recall repairs shall, at the

option of the new motor vehicle dealer, be established

by the new motor vehicle dealer submitting to the

manufacturer or distributor one hundred sequential

nonwarranty consumer-paid service repair orders which

contain warranty-like repairs, or ninety (90)

consecutive days of nonwarranty consumer-paid service
alculated herein, for parts and

labor for warranty and recall repairs shall, at the

option of the new motor vehicle dealer, be established

by the new motor vehicle dealer submitting to the

manufacturer or distributor one hundred sequential

nonwarranty consumer-paid service repair orders which

contain warranty-like repairs, or ninety (90)

consecutive days of nonwarranty consumer-paid service

repair orders which contain warranty-like repairs,

whichever is less, covering repairs made no more than

one hundred eighty (180) days before the submission

and declaring the average percentage labor rate and/or

markup rate. A new motor vehicle dealer may not

submit a request to establish its retail rates more

than once in a twelve-month period. That request may

establish a parts markup rate, labor rate, or both.

The new motor vehicle dealer shall calculate its

retail parts rate by determining the total charges for

parts from the qualified repair orders submitted,

dividing that amount by the new motor vehicle dealer's

total cost of the purchase of those parts, subtracting

one (1), and multiplying by one hundred (100) to

produce a percentage. The new motor vehicle dealer

Oklahoma Statutes - Title 47. Motor Vehicles Page 842

shall calculate its retail labor rate by dividing the

amount of the new motor vehicle dealer's total labor

sales from the qualified repair orders by the total

labor hours charged for those sales. When submitting

repair orders to establish a retail parts and labor

rate, a new motor vehicle dealer need not include

repairs for:

(1) routine maintenance including but not limited to

the replacement of bulbs, fluids, filters,

batteries, and belts that are not provided in the

course of and related to a repair,

(2) factory special events, specials, or promotional

discounts for retail consumer repairs,

(3) parts sold or repairs performed at wholesale,

(4) factory-approved goodwill or policy repairs or

replacements,

(5) repairs with aftermarket parts, when calculating

the retail parts rate but not the retail labor

rate,

(6) repairs on aftermarket parts,

(7) replacement of or work on tires including front-

end alignments and wheel or tire rotations,

(8) repairs of motor vehicles owned by the new motor

vehicle dealer or employee thereof at the time of

the repair,

(9) vehicle reconditioning, or

(10) items that do not have individual part numbers

including, but not limited to, nuts, bolts, and

fasteners.

A manufacturer or distributor may, not later than

forty-five (45) days after submission, rebut that

declared retail parts and labor rate in writing by

reasonably substantiating that the rate is not

accurate or is incomplete pursuant to the provisions

of this section. If the manufacturer or distributor

determines the set of repair orders submitted by the

new motor vehicle dealer pursuant to this section for

a retail labor rate or retail parts markup rate is

substantially higher than the new motor vehicle

dealer's current warranty rates, the manufacturer or

distributor may request, in writing, within forty-five

(45) days after the manufacturer's or distributor's

receipt of the new motor vehicle dealer's initial

submission, all repair orders closed within the period

of thirty (30) days immediately preceding, or thirty
retail parts markup rate is

substantially higher than the new motor vehicle

dealer's current warranty rates, the manufacturer or

distributor may request, in writing, within forty-five

(45) days after the manufacturer's or distributor's

receipt of the new motor vehicle dealer's initial

submission, all repair orders closed within the period

of thirty (30) days immediately preceding, or thirty

(30) days immediately following, the set of repair

orders initially submitted by the new motor vehicle

Oklahoma Statutes - Title 47. Motor Vehicles Page 843

dealer. All time periods under this section shall be

suspended until the supplemental repair orders are

provided. If the manufacturer or distributor requests

supplemental repair orders, the manufacturer or

distributor may, within thirty (30) days after

receiving the supplemental repair orders and in

accordance with the formula described in this

subsection, calculate a proposed adjusted retail labor

rate or retail parts markup rate, as applicable, based

upon any set of the qualified repair orders submitted

by the franchisee and following the formula set forth

herein to establish the rate. The retail labor and

parts rates shall go into effect thirty (30) days

following the approval by the manufacturer or

distributor. If the declared rate is rebutted, the

manufacturer or distributor shall provide written

notice stating the reasons for the rebuttal, an

explanation of the reasons for the rebuttal, and a

copy of all calculations used by the franchisor in

determining the manufacturer or distributor's position

and propose an adjustment in writing of the average

percentage markup or labor rate based on that rebuttal

not later than forty-five (45) days after submission.

If the new motor vehicle dealer does not agree with

the proposed average percentage markup or labor rate,

the new motor vehicle dealer may file a protest with

the Commission not later than thirty (30) days after

receipt of that proposal by the manufacturer or

distributor. In the event a protest is filed, the

manufacturer or distributor shall have the burden of

proof to establish the new motor vehicle dealer's

submitted parts markup rate or labor rate was

inaccurate or not complete pursuant to the provisions

of this section. A manufacturer or distributor may

not retaliate against any new motor vehicle dealer

seeking to exercise its rights under this section. A

manufacturer or distributor may require a dealer to

submit repair orders in accordance with this section

in order to validate the reasonableness of a dealer's

retail rate for parts or labor not more often than

once every twelve (12) months. A manufacturer or

distributor may not otherwise recover its costs from

new motor vehicle dealers within this state including

a surcharge imposed on a new motor vehicle dealer

solely intended to recover the cost of reimbursing a

new motor vehicle dealer for parts and labor pursuant

to this section; provided, a manufacturer or

Oklahoma Statutes - Title 47. Motor Vehicles Page 844

distributor shall not be prohibited from increasing

prices for vehicles or parts in the normal course of

business or from auditing and charging back claims in

accordance with this section. All claims made by

dealers for compensation for delivery, preparation,

warranty, or recall repair work shall be paid within

thirty (30) days after approval and shall be approved

or disapproved within thirty (30) days after receipt.

When any claim is disapproved, the dealer shall be

notified in writing of the grounds for disapproval.

The dealer's delivery, preparation, and warranty

obligations as filed with the Commission shall

constitute the dealer's sole responsibility for

product liability as between the dealer and

manufacturer. A factory may reasonably and

periodically audit a new motor vehicle dealer to

determine the validity of paid claims for new motor
shall be

notified in writing of the grounds for disapproval.

The dealer's delivery, preparation, and warranty

obligations as filed with the Commission shall

constitute the dealer's sole responsibility for

product liability as between the dealer and

manufacturer. A factory may reasonably and

periodically audit a new motor vehicle dealer to

determine the validity of paid claims for new motor

vehicle dealer compensation or any charge-backs for

warranty parts or service compensation. Except in

cases of suspected fraud, audits of warranty payments

shall only be for the one-year period immediately

following the date of the payment. A manufacturer

shall reserve the right to reasonable, periodic audits

to determine the validity of paid claims for dealer

compensation or any charge-backs for consumer or

dealer incentives. Except in cases of suspected

fraud, audits of incentive payments shall only be for

a one-year period immediately following the date of

the payment. A factory shall not deny a claim or

charge a new motor vehicle dealer back subsequent to

the payment of the claim unless the factory can show

that the claim was false or fraudulent or that the new

motor vehicle dealer failed to reasonably substantiate

the claim by the written reasonable procedures of the

factory. A factory shall not deny a claim or

implement a charge-back against a new motor vehicle

dealer after payment of a claim in the event a

purchaser of a new vehicle that is the subject of a

claim fails to comply with titling or registration

laws of this state and is not prevented from

compliance by any action of the new motor vehicle

dealer; provided, that the factory may require the new

motor vehicle dealer to provide, within thirty (30)

days of notice of charge-back, withholding of payment,

or denial of claim, the documentation to demonstrate

the vehicle sale, delivery, and customer qualification

for an incentive as reported, including consumer name

Oklahoma Statutes - Title 47. Motor Vehicles Page 845

and address and written attestation signed by the

dealer operator or general manager stating the

consumer was not on the export control list and the

dealer did not know or have reason to know the vehicle

was being exported or resold.

The factory shall provide written notice to a dealer

of a proposed charge-back that is the result of an

audit along with the specific audit results and

proposed charge-back amount. A dealer that receives

notice of a proposed charge-back pursuant to a

factory's audit has the right to file a protest with

the Commission within thirty (30) days after receipt

of the notice of the charge-back or audit results,

whichever is later. The factory is prohibited from

implementing the charge-back or debiting the dealer's

account until either the time frame for filing a

protest has passed or a final adjudication is rendered

by the Commission, whichever is later, unless the

dealer has agreed to the charge-back or charge-backs,

c. fails to compensate the new motor vehicle dealer for a

used motor vehicle:

(1) that is of the same make and model manufactured,

imported, or distributed by the factory and is a

line-make that the new motor vehicle dealer is

franchised to sell or on which the new motor

vehicle dealer is authorized to perform recall

repairs,

(2) that is subject to a stop-sale or do-not-drive

order issued by the factory or an authorized

governmental agency,

(3) that is held by the new motor vehicle dealer in

the dealer's inventory at the time the stop-sale

or do-not-drive order is issued or that is taken

by the new motor vehicle dealer into the dealer's

inventory after the recall notice as a result of

a retail consumer trade-in or a lease return to

the dealer inventory in accordance with an

applicable lease contract,
zed

governmental agency,

(3) that is held by the new motor vehicle dealer in

the dealer's inventory at the time the stop-sale

or do-not-drive order is issued or that is taken

by the new motor vehicle dealer into the dealer's

inventory after the recall notice as a result of

a retail consumer trade-in or a lease return to

the dealer inventory in accordance with an

applicable lease contract,

(4) that cannot be repaired due to the

unavailability, within thirty (30) days after

issuance of the stop-sale or do-not-drive order,

of a remedy or parts necessary for the new motor

vehicle dealer to make the recall repair, and

(5) that is not at least in the prorated amount of

one percent (1.00%) of the value of the vehicle

per month beginning on the date that is thirty

(30) days after the date on which the stop-sale

Oklahoma Statutes - Title 47. Motor Vehicles Page 846

order was provided to the new motor vehicle

dealer until the earlier of either of the

following:

(a) the date the recall remedy or parts are made

available, or

(b) the date the new motor vehicle dealer sells,

trades, or otherwise disposes of the

affected used motor vehicle.

For the purposes of division (5) of this subparagraph,

the value of a used vehicle shall be the average Black

Book value for the year, make, and model of the

recalled vehicle. A factory may direct the manner and

method in which a new motor vehicle dealer must

demonstrate the inventory status of an affected used

motor vehicle to determine eligibility under this

subparagraph; provided, that the manner and method may

not be unduly burdensome and may not require

information that is unduly burdensome to provide. All

reimbursement claims made by new motor vehicle dealers

pursuant to this section for recall remedies or

repairs, or for compensation where no part or repair

is reasonably available and the vehicle is subject to

a stop-sale or do-not-drive order, shall be subject to

the same limitations and requirements as a warranty

reimbursement claim made under subparagraph b of this

paragraph. In the alternative, a manufacturer may

compensate its franchised new motor vehicle dealers

under a national recall compensation program;

provided, the compensation under the program is equal

to or greater than that provided under division (5) of

this subparagraph, or as the manufacturer and new

motor vehicle dealer otherwise agree. Nothing in this

section shall require a factory to provide total

compensation to a new motor vehicle dealer which would

exceed the total average Black Book value of the

affected used motor vehicle as originally determined

under division (5) of this subparagraph. Any remedy

provided to a new motor vehicle dealer under this

subparagraph is exclusive and may not be combined with

any other state or federal compensation remedy,

d. unreasonably fails or refuses to offer to its same

line-make franchised dealers a reasonable supply and

mix of all models manufactured for that line-make, or

unreasonably requires a dealer to pay any extra fee,

purchase unreasonable advertising displays or other

materials, or enter into a separate agreement which

adversely alters the rights or obligations contained

Oklahoma Statutes - Title 47. Motor Vehicles Page 847

within the new motor vehicle dealer's existing

franchise agreement or which waives any right of the

new motor vehicle dealer as protected by Section 561

et seq. of this title, or remodel, renovate, or

recondition the new motor vehicle dealer's existing

facilities as a prerequisite to receiving a model or

series of vehicles, except as may be necessary to sell

or service the model or series of vehicles as provided

by subparagraph e of this paragraph. It shall be a

violation of this section for new vehicle allocation

to be withheld subject to any requirement to purchase

or sell any number of used or off-lease vehicles. The

failure to deliver any such new motor vehicle shall
eceiving a model or

series of vehicles, except as may be necessary to sell

or service the model or series of vehicles as provided

by subparagraph e of this paragraph. It shall be a

violation of this section for new vehicle allocation

to be withheld subject to any requirement to purchase

or sell any number of used or off-lease vehicles. The

failure to deliver any such new motor vehicle shall

not be considered a violation of the section if the

failure is not arbitrary or is due to lack of

manufacturing capacity or to a strike or labor

difficulty, a shortage of materials, a freight

embargo, or other cause over which the manufacturer

has no control. However, this subparagraph shall not

apply to recreational vehicles, limited production

model vehicles, a vehicle not advertised by the

factory for sale in this state, vehicles that are

subject to allocation affected by federal

environmental laws or environmental laws of this

state, or vehicles allocated in response to an

unforeseen event or circumstance,

e. except as necessary to comply with a health or safety

law, or to comply with a technology requirement which

is necessary to sell or service a motor vehicle that

the franchised new motor vehicle dealer is authorized

or licensed by the franchisor to sell or service,

requires a new motor vehicle dealer to construct a new

facility or substantially renovate the new motor

vehicle dealer's existing facility unless the facility

construction or renovation is justified by the

economic conditions existing at the time, as well as

the reasonably foreseeable projections, in the new

motor vehicle dealer's market and in the automotive

industry. However, this subparagraph shall not apply

if the new motor vehicle dealer voluntarily agrees to

facility construction or renovation in exchange for

money, credit, allowance, reimbursement, or additional

vehicle allocation to a new motor vehicle dealer from

the factory to compensate the new motor vehicle dealer

for the cost of, or a portion of the cost of, the

facility construction or renovation. Except as

necessary to comply with a health or safety law, or to

Oklahoma Statutes - Title 47. Motor Vehicles Page 848

comply with a technology or safety requirement which

is necessary to sell or service a motor vehicle that

the franchised new motor vehicle dealer is authorized

or licensed by the franchisor to sell or service, a

new motor vehicle dealer which completes a facility

construction or renovation pursuant to factory

requirements shall not be required to construct a new

facility or renovate the existing facility if the same

area of the facility or premises has been constructed

or substantially altered within the last ten (10)

years and the construction or alteration was approved

by the manufacturer as a part of a facility upgrade

program, standard, or policy. For purposes of this

subparagraph, "substantially altered" means to perform

an alteration that substantially impacts the

architectural features, characteristics, or integrity

of a structure or lot. The term shall not include

routine maintenance reasonably necessary to maintain a

dealership in attractive condition. If a facility

upgrade program, standard, or policy under which the

dealer completed a facility construction or

substantial alteration does not contain a specific

time period during which the manufacturer or

distributor shall provide payments or benefits to a

participating dealer, or the time frame specified

under the program is reduced or canceled prematurely

in the unilateral discretion of the manufacturer or

distributor, the manufacturer or distributor shall not

deny the participating dealer any payment or benefit

under the terms of the program, standard, or policy as

it existed when the dealer began to perform under the

program, standard, or policy for the balance of the

ten-year period, regardless of whether the
duced or canceled prematurely

in the unilateral discretion of the manufacturer or

distributor, the manufacturer or distributor shall not

deny the participating dealer any payment or benefit

under the terms of the program, standard, or policy as

it existed when the dealer began to perform under the

program, standard, or policy for the balance of the

ten-year period, regardless of whether the

manufacturer's or distributor's program, standard, or

policy has been changed or canceled, unless the

manufacturer and dealer agree, in writing, to the

change in payment or benefit. During the ten-year

period following facility construction or substantial

alteration, the manufacturer shall not fail to make

available to the dealer a fair and proportionate share

of all new vehicles distributed to dealers of the same

line-make in this state, subject to the same

reasonable terms, including vehicles distributed from

a common new vehicle inventory pool outside of the

factory's ordinary allocation process, such as any

vehicles the factory reserves to distribute on a

discretionary basis,

Oklahoma Statutes - Title 47. Motor Vehicles Page 849

f. requires a new motor vehicle dealer to establish an

exclusive facility or to change the location of the

dealership, unless supported by reasonable business,

market, and economic considerations; provided, that

this section shall not restrict the terms of any

agreement for such exclusive facility voluntarily

entered into and supported by valuable consideration

separate from the new motor vehicle dealer's right to

sell and service motor vehicles for the franchisor.

If a dealer is required by the manufacturer or

distributor to change an existing, previously approved

location of the dealership and has not sold its

existing dealership facility and real estate within

the later of one hundred eighty (180) days of listing

the property for sale or ninety (90) days after the

facility relocation, then, upon the written request of

the dealer, the manufacturer or distributor shall

purchase the dealer's existing dealership facility and

real estate as if the new motor vehicle dealership

continues to operate on the property. If the factory

and dealer cannot agree on the value of the dealership

facilities and real estate, then the factory and

dealer shall utilize the process described in

paragraph 6 of subsection G of Section 565.2 of this

title. If a manufacturer or distributor purchases a

dealership facility and real estate, then it shall be

entitled to sole ownership, possession, use, and

control of any items, buildings, or property that were

included in the contract to purchase,

g. requires a new motor vehicle dealer to enter into a

site-control agreement covering any or all of the new

motor vehicle dealer's facilities or premises;

provided, that this section shall not restrict the

terms of any site-control agreement voluntarily

entered into and supported by valuable consideration

separate from the new motor vehicle dealer's right to

sell and service motor vehicles for the franchisor.

Notwithstanding the foregoing or the terms of any

site-control agreement, a site-control agreement

automatically extinguishes if all of the factory's

franchises that operated from the location that are

the subject of the site-control agreement are

terminated by the factory as part of the

discontinuance of a product line,

h. refuses to pay, or claims reimbursement from, a new

motor vehicle dealer for sales, incentives, or other

payments related to a motor vehicle sold by the new

Oklahoma Statutes - Title 47. Motor Vehicles Page 850

motor vehicle dealer because the purchaser of the

motor vehicle exported or resold the motor vehicle in

violation of the policy of the factory unless the

factory can show that, at the time of the sale, the

new motor vehicle dealer knew or reasonably should

have known of the purchaser's intention to export or
motor vehicle sold by the new

Oklahoma Statutes - Title 47. Motor Vehicles Page 850

motor vehicle dealer because the purchaser of the

motor vehicle exported or resold the motor vehicle in

violation of the policy of the factory unless the

factory can show that, at the time of the sale, the

new motor vehicle dealer knew or reasonably should

have known of the purchaser's intention to export or

resell the motor vehicle. There is a rebuttable

presumption that the new motor vehicle dealer did not

know or could not have known that the vehicle would be

exported if the vehicle is titled and registered in

any state of the United States, or

i. (1) notwithstanding the terms of a franchise

agreement or other agreement except as provided

by this subsection, requires a new motor vehicle

dealer to purchase or utilize goods or services,

or contract with any vendor, identified, selected

or designated by the factory for the:

(a) operation of the dealership including

electronic services such as websites, data

management or storage systems, digital

retail platforms, software, or other digital

services or platforms, or

(b) construction, renovation, or improvement of

the new motor vehicle dealer's facility if

goods or services available from a vendor

that the new motor vehicle dealer chooses,

are of substantially similar quality,

function, and design, and comply with all

applicable laws; provided, however, that

such goods are not subject to the factory's

intellectual property or trademark rights

and the new motor vehicle dealer has

received the factory's approval, which

approval may not be unreasonably withheld.

Nothing in this subparagraph may be

construed to allow a new motor vehicle

dealer to impair or eliminate a factory's

intellectual property, trademark rights, or

trade dress usage guidelines. Nothing in

this subdivision or subdivision a of this

division prohibits the enforcement of a

voluntary agreement between the factory and

the new motor vehicle dealer where separate

and valuable consideration has been offered

and accepted. It is a violation of this

subdivision or subdivision a of this

division for a factory, or any entity that

Oklahoma Statutes - Title 47. Motor Vehicles Page 851

acts on behalf of, a factory to coerce a new

motor vehicle dealer to purchase or utilize

certain goods or services by the withholding

vehicle allocation the new motor vehicle

dealer is otherwise eligible to receive, and

(2) for the purposes of this subparagraph, "goods and

services" do not include:

(a) moveable displays, brochures, promotional

materials, or electronic or digital media

containing material subject to the

intellectual property rights of a factory or

parts to be used in repairs under warranty

obligations of a factory, or
tion the new motor vehicle

dealer is otherwise eligible to receive, and

(2) for the purposes of this subparagraph, "goods and

services" do not include:

(a) moveable displays, brochures, promotional

materials, or electronic or digital media

containing material subject to the

intellectual property rights of a factory or

parts to be used in repairs under warranty

obligations of a factory, or

(b) special tools or training required by the

factory to perform warranty or recall

repairs;

10. Being a factory that:

a. establishes a system of motor vehicle allocation or

distribution which is unfair, inequitable, or

unreasonably discriminatory. A manufacturer and

distributor shall maintain for three (3) years records

that describe its methods or formula of allocation and

distribution of its motor vehicles and records of its

actual allocation and distribution of motor vehicles

to its motor vehicle dealers. Upon the written

request of any new motor vehicle dealer franchised by

the manufacturer or distributor, received by the

manufacturer or distributor within thirty (30) days of

the manufacturer's or distributor's written notice to

the dealer of its intention to cancel or terminate, or

written notice from the manufacturer or distributor of

a sales performance deficiency requiring the dealer to

take action to cure the alleged performance

deficiency, a manufacturer or distributor shall

disclose in writing to the new motor vehicle dealer

the basis upon which new motor vehicles are allocated,

scheduled, and delivered, by vehicle model, to new

motor vehicle dealers of the same line-make for that

manufacturer or distributor for the prior three (3)

years, and the basis upon which the current allocation

or distribution is being made or will be made based on

existing information to such dealer, or

b. changes an established plan or system of motor vehicle

distribution. A new motor vehicle dealer franchise

agreement shall continue in full force and operation

notwithstanding a change, in whole or in part, of an

established plan or system of distribution of the

Oklahoma Statutes - Title 47. Motor Vehicles Page 852

motor vehicles offered or previously offered for sale

under the franchise agreement. The appointment of a

new importer or distributor for motor vehicles offered

for sale under the franchise agreement shall be deemed

to be a change of an established plan or system of

distribution. The discontinuation of a line-make

shall not be deemed to be a change of an established

plan or system of motor vehicle distribution. The

creation of a line-make shall not be deemed to be a

change of an established plan or system of motor

vehicle distribution as long as the new line-make is

not selling the same, or substantially the same

vehicle or vehicles previously sold through another

line-make by new motor vehicle dealers with an active

franchise agreement for the other line-make in the

state if such new motor vehicle dealers are no longer

authorized to sell the comparable vehicle previously

sold through their line-make. Changing a vehicle's

powertrain is not sufficient to show it is

substantially different. Upon the occurrence of such

change, the manufacturer or distributor shall be

prohibited from obtaining a license to distribute

vehicles under the new plan or system of distribution

unless the manufacturer or distributor offers to each

new motor vehicle dealer who is a party to the

franchise agreement a new franchise agreement

containing substantially the same provisions which

were contained in the previous franchise agreement;

11. Being a factory that sells directly or indirectly new motor

vehicles to any retail consumer in the state except through a new

motor vehicle dealer holding a franchise for the line-make that

includes the new motor vehicle. This paragraph does not apply to

factory sales of new motor vehicles to its employees, family members
ovisions which

were contained in the previous franchise agreement;

11. Being a factory that sells directly or indirectly new motor

vehicles to any retail consumer in the state except through a new

motor vehicle dealer holding a franchise for the line-make that

includes the new motor vehicle. This paragraph does not apply to

factory sales of new motor vehicles to its employees, family members

of employees, retirees and family members of retirees, not-for-

profit organizations, or the federal, state, or local governments.

The provisions of this paragraph shall not preclude a factory from

providing information to a consumer for the purpose of marketing or

facilitating a sale of a new motor vehicle or from establishing a

program to sell or offer to sell new motor vehicles through

participating dealers subject to the limitations provided in

paragraph 2 of Section 562 of this title;

12. a. Being a factory which directly or indirectly:

(1) owns any ownership interest or has any financial

interest in a new motor vehicle dealer or any

person who sells products or services pursuant to

the terms of the franchise agreement,

Oklahoma Statutes - Title 47. Motor Vehicles Page 853

(2) operates or controls a new motor vehicle dealer,

or

(3) acts in the capacity of a new motor vehicle

dealer.

b. (1) This paragraph does not prohibit a factory from

owning or controlling a new motor vehicle dealer

while in a bona fide relationship with a dealer

development candidate who has made a substantial

initial investment in the franchise and whose

initial investment is subject to potential loss.

The dealer development candidate can reasonably

expect to acquire full ownership of a new motor

vehicle dealer within a reasonable period of time

not to exceed ten (10) years and on reasonable

terms and conditions. The ten-year acquisition

period may be expanded for good cause shown.

(2) This paragraph does not prohibit a factory from

owning, operating, controlling, or acting in the

capacity of a new motor vehicle dealer for a

period not to exceed twelve (12) months during

the transition from one independent dealer to

another independent dealer if the dealership is

for sale at a reasonable price and on reasonable

terms and conditions to an independent qualified

buyer. On showing by a factory of good cause,

the Oklahoma New Motor Vehicle Commission may

extend the time limit set forth above; extensions

may be granted for periods not to exceed twelve

(12) months.

(3) This paragraph does not prohibit a factory from

owning, operating, or controlling or acting in

the capacity of a new motor vehicle dealer which

was in operation prior to January 1, 2000.

(4) This paragraph does not prohibit a factory from

owning, directly or indirectly, a minority

interest in an entity that owns, operates, or

controls motor vehicle dealerships of the same

line-make franchised by the manufacturer,

provided that each of the following conditions

are met:

(a) all of the new motor vehicle dealerships

selling the motor vehicles of that

manufacturer in this state trade exclusively

in the line-make of that manufacturer,

(b) all of the franchise agreements of the

manufacturer confer rights on the dealer of

the line-make to develop and operate, within

Oklahoma Statutes - Title 47. Motor Vehicles Page 854

a defined geographic territory or area, as

many dealership facilities as the dealer and

manufacturer shall agree are appropriate,

(c) at the time the manufacturer first acquires

an ownership interest or assumes operation,

the distance between any dealership thus

owned or operated and the nearest

unaffiliated new motor vehicle dealership

trading in the same line-make is not less

than seventy (70) miles,
raphic territory or area, as

many dealership facilities as the dealer and

manufacturer shall agree are appropriate,

(c) at the time the manufacturer first acquires

an ownership interest or assumes operation,

the distance between any dealership thus

owned or operated and the nearest

unaffiliated new motor vehicle dealership

trading in the same line-make is not less

than seventy (70) miles,

(d) during any period in which the manufacturer

has such an ownership interest, the

manufacturer has no more than three

franchise agreements with new motor vehicle

dealers licensed by the Oklahoma New Motor

Vehicle Commission to do business within the

state, and

(e) prior to January 1, 2000, the factory shall

have furnished or made available to

prospective new motor vehicle dealers an

offering circular in accordance with the

Trade Regulation Rule on Franchising of the

Federal Trade Commission, and any guidelines

and exemptions issued thereunder, which

disclose the possibility that the factory

may from time to time seek to own or

acquire, directly or indirectly, ownership

interests in retail dealerships;

13. Being a factory which directly or indirectly makes

available for public disclosure any proprietary information provided

to the factory by a new motor vehicle dealer, other than in

composite form to new motor vehicle dealers in the same line-make or

in response to a subpoena or order of the Commission or a court.

Proprietary information includes, but is not limited to,

information:

a. derived from monthly financial statements provided to

the factory, and

b. regarding any aspect of the profitability of a

particular new motor vehicle dealer;

14. Being a factory which does not provide or direct leads in a

fair, equitable, and timely manner. Nothing in this paragraph shall

be construed to require a factory to disregard the preference of a

consumer in providing or directing a lead;

15. Being a factory which used the consumer list of a new motor

vehicle dealer for the purpose of unfairly competing with dealers;

Oklahoma Statutes - Title 47. Motor Vehicles Page 855

16. Being a factory which prohibits a new motor vehicle dealer

from relocating after a written request by such new motor vehicle

dealer if:

a. the facility and the proposed new location satisfies

or meets the written reasonable guidelines of the

factory. Reasonable guidelines do not include

exclusivity or site control unless agreed to as set

forth in subparagraphs f and g of paragraph 9 of this

subsection,

b. the proposed new location is within the area of

responsibility of the new motor vehicle dealer

pursuant to Section 578.1 of this title, and

c. the factory has sixty (60) days from receipt of the

new motor vehicle dealer's relocation request to

approve or deny the request. The failure to approve

or deny the request within the sixty-day time frame

shall constitute approval of the request;

17. Being a factory which prohibits a new motor vehicle dealer

from adding additional line-makes to its existing facility, if,

after adding the additional line-makes, the facility satisfies the

written reasonable capitalization standards and facility guidelines

of each factory. Reasonable facility guidelines do not include a

requirement to maintain exclusivity or site control unless agreed to

by the dealer as set forth in subparagraphs f and g of paragraph 9

of this subsection;

18. Being a factory that increases prices of new motor vehicles

which the new motor vehicle dealer had ordered for retail consumers

and notified the factory prior to the new motor vehicle dealer's

receipt of the written official price increase notification. A

sales contract signed by a retail consumer accompanied with proof of

order submission to the factory shall constitute evidence of each

such order, provided that the vehicle is in fact delivered to the

consumer. Price differences applicable to new models or series
rs

and notified the factory prior to the new motor vehicle dealer's

receipt of the written official price increase notification. A

sales contract signed by a retail consumer accompanied with proof of

order submission to the factory shall constitute evidence of each

such order, provided that the vehicle is in fact delivered to the

consumer. Price differences applicable to new models or series

motor vehicles at the time of the introduction of new models or

series shall not be considered a price increase for purposes of this

paragraph. Price changes caused by any of the following shall not

be subject to the provisions of this paragraph:

a. the addition to a motor vehicle of required or

optional equipment pursuant to state or federal law,

b. revaluation of the United States dollar in the case of

foreign-made vehicles or components, or

c. an increase in transportation charges due to increased

rates imposed by common or contract carriers;

19. Being a factory that requires a new motor vehicle dealer to

participate monetarily in an advertising campaign or contest, or

purchase any promotional materials, showroom, or other display

decoration or materials at the expense of the new motor vehicle

Oklahoma Statutes - Title 47. Motor Vehicles Page 856

dealer without consent of the new motor vehicle dealer, which

consent shall not be unreasonably withheld;

20. Being a factory that denies any new motor vehicle dealer

the right of free association with any other new motor vehicle

dealer for any lawful purpose, unless otherwise permitted by this

chapter;

21. Being a factory that requires a new motor vehicle dealer to

sell, offer to sell, or sell exclusively an extended service

contract, extended maintenance plan, or similar product, such as gap

products offered, endorsed, or sponsored by the factory by the

following means:

a. by an act or statement from the factory that will in

any manner adversely impact the new motor vehicle

dealer, or

b. by measuring the new motor vehicle dealer's

performance under the franchise based on the sale of

extended service contracts, extended maintenance

plans, or similar products offered, endorsed, or

sponsored by the manufacturer or distributor;

22. Being a factory that requires or coerces a new motor

vehicle dealer in this state to purchase or lease any electric

vehicle charging stations at the new motor vehicle dealer's expense

unless the franchise agreement, including any related addendums,

with the new motor vehicle dealer identifies electric vehicle models

among the vehicles available for sale under the dealer’s franchised

line-make, or the new motor vehicle dealer has notified the

manufacturer or distributor of the new motor vehicle dealer's

intention to begin selling and servicing electric vehicles

manufactured or distributed by that factory. If the new motor

vehicle dealer's franchise identifies electric vehicle models or the

dealer is actually offering for sale to the public or providing

warranty service on electric vehicles manufactured or distributed by

that factory, the new motor vehicle dealer may not be required to

purchase or lease, at the new motor vehicle dealer's expense:

a. more than the number and type of electric vehicle

charging stations based upon the reasonable estimate

dealer sales and service volume for those vehicles in

the dealer's market, or

b. to make electric vehicle charging stations located at

the new motor vehicle dealership available for use by

the general public. Nothing in this paragraph shall

prohibit a factory from offering financial assistance

through a lump-sum payment to new motor vehicle

dealers that purchase or install electric charging

stations; and

23. Being a factory that withdraws all or a material part of

its stated electric vehicle distribution plan and fails or refuses,

Oklahoma Statutes - Title 47. Motor Vehicles Page 857

at the written request of the new motor vehicle dealer, to accept
m offering financial assistance

through a lump-sum payment to new motor vehicle

dealers that purchase or install electric charging

stations; and

23. Being a factory that withdraws all or a material part of

its stated electric vehicle distribution plan and fails or refuses,

Oklahoma Statutes - Title 47. Motor Vehicles Page 857

at the written request of the new motor vehicle dealer, to accept

the return or otherwise fully reimburse a new motor vehicle dealer

for the cost of parts, tools, equipment, chargers and other

returnable items required as a part of that distribution plan,

program, policy or other initiative related to the sale or service

of electric motor vehicles, provided that:

a. the dealer demonstrates that the volume of electric

motor vehicle sales or service is no longer adequate

to allow the dealer to realize a positive return on

the investment over the useful life of the parts,

tools, equipment, chargers, or other returnable items,

and

b. the dealer submits its request to the manufacturer or

distributor in writing and within twenty-four (24)

months of dealer's receipt of the part, tools,

equipment, charger or other returnable items.

B. 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 assets or ownership interest of the

dealer of the new motor vehicle dealership, if such sale or transfer

is conditioned upon the manufacturer or dealer 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 factory must

notify the new motor vehicle dealer in writing within sixty (60)

days of receipt of the completed proposal for the proposed sale

transfer;

2. The exercise of the right of first refusal will result in

the new motor vehicle dealer and the owner of the dealership

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 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 factory agrees to pay the reasonable expenses, including

attorney fees which 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

exercise by the factory 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 expenses and attorney fees shall be required if the

proposed new dealer or transferee has not submitted or caused to be

submitted an accounting of those expenses within thirty (30) days of

Oklahoma Statutes - Title 47. Motor Vehicles Page 858

receipt of the written request of the factory for such an

accounting. The accounting may be requested by a factory before

exercising its right of first refusal.

C. Nothing in this section shall prohibit, limit, restrict, or

impose conditions on:

1. Business activities, including without limitation the

dealings with motor vehicle manufacturers and the representatives

and affiliates of motor vehicle manufacturers, of any person that is

primarily engaged in the business of short-term, not to exceed

twelve (12) months, rental of motor vehicles and industrial and

construction equipment and activities incidental to that business,

provided that:

a. any motor vehicle sold by that person is limited to

used motor vehicles that have been previously used

exclusively and regularly by that person in the
cturers, of any person that is

primarily engaged in the business of short-term, not to exceed

twelve (12) months, rental of motor vehicles and industrial and

construction equipment and activities incidental to that business,

provided that:

a. any motor vehicle sold by that person is limited to

used motor vehicles that have been previously used

exclusively and regularly by that person in the

conduct of business and used motor vehicles traded in

on motor vehicles sold by that person,

b. warranty repairs performed by that person on motor

vehicles are limited to those motor vehicles that the

person owns, previously owned, or takes in trade, and

c. motor vehicle financing provided by that person to

retail consumers for motor vehicles is limited to used

vehicles sold by that person in the conduct of

business; or

2. The direct or indirect ownership, affiliation, or control of

a person described in paragraph 1 of this subsection.

D. As used in this section:

1. "Substantially relates" means the nature of criminal conduct

for which the person was convicted has a direct bearing on the

fitness or ability to perform one or more of the duties or

responsibilities necessarily related to the occupation; and

2. "Poses a reasonable threat" means the nature of criminal

conduct for which the person was convicted involved an act or threat

of harm against another and has a bearing on the fitness or ability

to serve the public or work with others in the occupation.