Okla. Stat. tit. 47, § 47-565v2

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 or new powersports vehicle

dealer who:

a. has required a purchaser of a new motor vehicle or new

powersports 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 or new powersports vehicle

dealer,

b. uses any false or misleading advertising in connection

with business as a new motor vehicle dealer or new

powersports 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 or powersports vehicle,

e. has been convicted of a felony crime that

substantially relates to the occupation of a new motor

vehicle dealer or new powersports 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 new

powersports vehicles or has misrepresented the terms

Oklahoma Statutes - Title 47. Motor Vehicles Page 860

and conditions of a sale, purchase or contract for

sale or purchase of a new motor vehicle or new

powersports vehicle or any interest therein including

an option to purchase such vehicle,

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 vehicle salesperson who is not employed as such by a

licensed new motor vehicle dealer or powersports vehicle dealer;

7. Being a new motor vehicle dealer or new powersports 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 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 or utilizes the services of used motor vehicle

lots or dealers or other unlicensed persons or
ributor of new or unused 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 or utilizes the services of used motor vehicle

lots or dealers or other unlicensed persons or

unregistered persons in connection with the sale of

new vehicles,

e. does not properly service a new motor vehicle or new

powersports 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;

Oklahoma Statutes - Title 47. Motor Vehicles Page 861

8. Being a factory that has:

a. either induced or attempted to induce by means of

coercion or intimidation, any new motor vehicle dealer

or powersports vehicle dealer:

(1) to accept delivery of any 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

or powersports vehicle with special features,

appliances, accessories, or equipment not

included in the list price of the 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 or new powersports 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 or new powersports 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 dealer;

however, nothing in this section shall prohibit a

factory from supporting an advertising association

which is open to all new motor vehicle dealers or new

powersports 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,

Oklahoma Statutes - Title 47. Motor Vehicles Page 862

d. used a performance standard for measuring sales or

service performance of any new motor vehicle dealer or

new powersports vehicle dealer under the terms of the

franchise agreement which:

(1) is unfair, unreasonable, arbitrary, or

inequitable, and

(2) does not consider the relevant and material local

and state or regional criteria, including

prevailing economic conditions affecting the

sales or service performance of a vehicle dealer

or any relevant and material data and facts

presented by the dealer in writing within thirty
nder the terms of the

franchise agreement which:

(1) is unfair, unreasonable, arbitrary, or

inequitable, and

(2) does not consider the relevant and material local

and state or regional criteria, including

prevailing economic conditions affecting the

sales or service performance of a vehicle dealer

or 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,

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 or new

powersports 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 or new powersports vehicle dealer to

enter into any agreement or to cancel any agreement;

has failed to act in good faith and in a fair,

Oklahoma Statutes - Title 47. Motor Vehicles Page 863

equitable, and nondiscriminatory manner; has directly

or indirectly coerced, 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

repair orders which contain warranty-like repairs,

whichever is less, covering repairs made no more than
or 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 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 or new powersports 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

Oklahoma Statutes - Title 47. Motor Vehicles Page 864

one hundred (100) to produce a percentage. The new

motor vehicle dealer or new powersports vehicle dealer

shall calculate its retail labor rate by dividing the

amount of the new 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 or new powersports 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 vehicles owned by the new motor

vehicle dealer or new powersports 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 or new powersports vehicle

dealer pursuant to this section for a retail labor

rate or retail parts markup rate is substantially

higher than the new 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

vehicle dealer’s initial submission, all repair orders

closed within the period of thirty (30) days

Oklahoma Statutes - Title 47. Motor Vehicles Page 865

immediately preceding, or thirty (30) days immediately

following, the set of repair orders initially

submitted by the new motor vehicle 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
r 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 or new powersports vehicle dealer

does not agree with the proposed average percentage

markup or labor rate, the new 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 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 or

new powersports 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 vehicle

dealers within this state including a surcharge

Oklahoma Statutes - Title 47. Motor Vehicles Page 866

imposed on a new motor vehicle dealer solely intended

to recover the cost of reimbursing a dealer for parts

and labor pursuant to this section; provided, a

manufacturer or 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
stributor 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 or new powersports vehicle dealer to determine

the validity of paid claims for 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 or new

powersports 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 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 dealer; provided, that

the factory may require the dealer to provide, within

thirty (30) days of notice of charge-back, withholding

Oklahoma Statutes - Title 47. Motor Vehicles Page 867

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 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,
r 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,

(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

Oklahoma Statutes - Title 47. Motor Vehicles Page 868

(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

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

Oklahoma Statutes - Title 47. Motor Vehicles Page 869

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

within the dealer’s existing franchise agreement or

which waives any right of the new motor vehicle dealer

or new powersports vehicle dealer as protected by

Section 561 et seq. of this title, or remodel,

renovate, or recondition the dealer’s existing

facilities as a prerequisite to receiving a model or
nter into a separate agreement which

adversely alters the rights or obligations contained

within the dealer’s existing franchise agreement or

which waives any right of the new motor vehicle dealer

or new powersports vehicle dealer as protected by

Section 561 et seq. of this title, or remodel,

renovate, or recondition the 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

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 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 vehicle that the

franchised new motor vehicle dealer or new powersports

vehicle dealer is authorized or licensed by the

franchisor to sell or service, requires a dealer to

construct a new facility or substantially renovate the

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 or new powersports

vehicle dealer voluntarily agrees to facility

construction or renovation in exchange for money,

credit, allowance, reimbursement, or additional

vehicle allocation to a dealer from the factory to

Oklahoma Statutes - Title 47. Motor Vehicles Page 870

compensate the 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 comply with a technology or safety

requirement which is necessary to sell or service a

motor vehicle or powersports vehicle that the

franchised dealer is authorized or licensed by the

franchisor to sell or service, a new 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
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 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,

f. requires a new motor vehicle dealer or new powersports

vehicle dealer to establish an exclusive facility,

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

Oklahoma Statutes - Title 47. Motor Vehicles Page 871

supported by valuable consideration separate from the

new motor vehicle dealer’s right to sell and service

motor vehicles for the franchisor,

g. requires a new motor vehicle dealer or new powersports

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 or new powersports vehicle dealer

for sales, incentives, or other payments related to a

vehicle sold by the dealer because the purchaser of

the new vehicle exported or resold the vehicle in

violation of the policy of the factory unless the

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

new vehicle dealer knew or reasonably should have

known of the purchaser’s intention to export or resell

the vehicle. There is a rebuttable presumption that

the new 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. requires a new motor vehicle dealer or new powersports

vehicle dealer to purchase goods or services for the

construction, renovation, or improvement of the new

dealer’s facility from a vendor chosen by the factory

if goods or services available from other sources are

of substantially similar quality 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 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 or new powersports vehicle dealer

to impair or eliminate a factory’s intellectual

property, trademark rights, or trade dress usage

Oklahoma Statutes - Title 47. Motor Vehicles Page 872

guidelines. Nothing in this section prohibits the

enforcement of a voluntary agreement between the

factory and the new vehicle dealer where separate and
ph may be construed to allow a new

motor vehicle dealer or new powersports vehicle dealer

to impair or eliminate a factory’s intellectual

property, trademark rights, or trade dress usage

Oklahoma Statutes - Title 47. Motor Vehicles Page 872

guidelines. Nothing in this section prohibits the

enforcement of a voluntary agreement between the

factory and the new vehicle dealer where separate and

valuable consideration has been offered and accepted;

10. Being a factory that:

a. establishes a system of motor vehicle allocation or

distribution which is unfair, inequitable, or

unreasonably discriminatory. Upon the request of any

new motor vehicle dealer or new powersports vehicle

dealer franchised by it, a factory shall disclose in

writing to the dealer the basis upon which new

vehicles are allocated, scheduled, and delivered among

the new motor vehicle dealers of the same line-make

for that factory, or

b. changes an established plan or system of new motor

vehicle or new powersports vehicle distribution. A

new motor vehicle dealer or new powersports 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 motor vehicles or new powersports

vehicles offered or previously offered for sale under

the franchise agreement. The appointment of a new

importer or distributor for motor vehicles or new

powersports vehicle 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 or new powersports 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 or new

powersports vehicle dealers with an active franchise

agreement for the other line-make in the state if such

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 vehicle dealer who is a

Oklahoma Statutes - Title 47. Motor Vehicles Page 873

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 or new powersports vehicles to any retail consumer in the

state except through a new motor vehicle dealer or new powersports

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

the new motor vehicle or new powersports vehicle. This paragraph

does not apply to factory sales of new 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 vehicle or from

establishing a program to sell or offer to sell new motor vehicles

or new powersports vehicle 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:
preclude a factory from providing information to a consumer for the

purpose of marketing or facilitating a sale of a new vehicle or from

establishing a program to sell or offer to sell new motor vehicles

or new powersports vehicle 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 new

powersports vehicle dealer or any person who

sells products or services pursuant to the terms

of the franchise agreement,

(2) operates or controls a new motor vehicle dealer

or new powersports vehicle dealer, or

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

dealer or new powersports vehicle dealer.

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

owning or controlling a new motor vehicle dealer

or new powersports 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 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 or new

powersports vehicle dealer for a period not to

exceed twelve (12) months during the transition

Oklahoma Statutes - Title 47. Motor Vehicles Page 874

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 or new

powersports 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 or powersports

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 or new

powersports vehicle dealerships selling the

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

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 or new

powersports 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 or new powersports vehicle dealers

licensed by the Oklahoma New Motor Vehicle

Commission to do business within the state,

and

Oklahoma Statutes - Title 47. Motor Vehicles Page 875
e 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 or new powersports vehicle dealers

licensed by the Oklahoma New Motor Vehicle

Commission to do business within the state,

and

Oklahoma Statutes - Title 47. Motor Vehicles Page 875

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

have furnished or made available to

prospective new 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 or new powersports

vehicle dealer, other than in composite form to new 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 or new powersports

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 or new powersports vehicle dealer for the purpose of

unfairly competing with dealers;

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

or new powersports vehicle dealer from relocating after a written

request by such 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 or new

powersports 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 or powersports vehicle

dealer’s relocation request to approve or deny the

request. The failure to approve or deny the request

Oklahoma Statutes - Title 47. Motor Vehicles Page 876

within the sixty-day time frame shall constitute

approval of the request;

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

or new powersports 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

or new powersports vehicles which the dealer had ordered for retail

consumers and notified the factory prior to the 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
r’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 or powersports 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 or

new powersports 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 or powersports vehicle dealer

without consent of the dealer, which consent shall not be

unreasonably withheld;

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

new powersports vehicle dealer the right of free association with

any other dealer for any lawful purpose, unless otherwise permitted

by this chapter; or

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

new powersports 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:

Oklahoma Statutes - Title 47. Motor Vehicles Page 877

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 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.

B. Notwithstanding the terms of any franchise agreement, in the

event of a proposed sale or transfer of a new motor vehicle

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. The manufacturer or distributor must notify the new motor

vehicle dealer of its intent to exercise the right of first refusal

in writing within sixty (60) days of receipt of the completed

proposal for the proposed sale or 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. If the proposed new motor vehicle dealership sale or

transfer includes the sale, transfer, or lease of the real property

and improvements thereon, then the right of first refusal shall

include the same terms for the purchase or lease of the real

property and all improvements thereon for not less than the

consideration the new motor vehicle dealer has contracted to receive

in connection with the proposed sale 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;
nts thereon for not less than the

consideration the new motor vehicle dealer has contracted to receive

in connection with the proposed sale 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;

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

receipt of the written request of the factory for such an

Oklahoma Statutes - Title 47. Motor Vehicles Page 878

accounting. The accounting may be requested by a factory before

exercising its right of first refusal; and

5. a. For the purposes of this paragraph, “multi-dealership

transaction” means any proposed sale, transfer, or

assignment that involves two or more new motor vehicle

dealerships that are being sold as part of the same

overall transaction or a series of related

transactions intended by the parties to constitute a

single deal.

b. In a multi-dealership transaction, the selling dealer

may withdraw the proposed sale, transfer, or

assignment of the dealership that is subject to the

manufacturer’s or distributor’s right of first refusal

in response to the manufacturer’s or distributor’s

timely received notice of intent to exercise the right

of first refusal as follows:

(1) the selling dealer shall provide written notice

to the manufacturer or distributor within thirty

(30) days of receipt of the manufacturer’s or

distributor’s timely received notice of intent to

exercise the right of first refusal, stating that

either:

(a) the entire multi-dealership transaction has

been withdrawn, or

(b) the specific dealership subject to the

timely received notice of manufacturer’s or

distributor’s intent to exercise the right

of first refusal has been excluded from the

multi-dealership transaction,

(2) upon the manufacturer’s or distributor’s receipt

of the selling dealer’s withdrawal notice under

division (1) of this subparagraph, the proposed

sale, transfer, or assignment of the dealership

subject to the manufacturer’s or distributor’s

timely received notice of intent to exercise the

right of first refusal shall be deemed withdrawn,

and the manufacturer’s or distributor’s right of

first refusal with respect to that dealership

shall be deemed extinguished, and
thdrawal notice under

division (1) of this subparagraph, the proposed

sale, transfer, or assignment of the dealership

subject to the manufacturer’s or distributor’s

timely received notice of intent to exercise the

right of first refusal shall be deemed withdrawn,

and the manufacturer’s or distributor’s right of

first refusal with respect to that dealership

shall be deemed extinguished, and

(3) if the selling dealer does not provide the

withdrawal notice within the thirty-day period,

the manufacturer or distributor may proceed with

exercising the 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 manufacturers and the representatives and affiliates

Oklahoma Statutes - Title 47. Motor Vehicles Page 879

of manufacturers, of any person that is primarily engaged in the

business of short-term, not to exceed twelve (12) months, rental of

motor vehicles, powersports vehicles, and industrial and

construction equipment and activities incidental to that business,

provided that:

a. any motor vehicle or powersports vehicle sold by that

person is limited to used motor vehicles or

powersports vehicles that have been previously used

exclusively and regularly by that person in the

conduct of business and used motor vehicles or used

powersports vehicles traded in on motor vehicles or

powersports vehicles sold by that person,

b. warranty repairs performed by that person on motor

vehicles or powersports vehicles are limited to those

vehicles that the person owns, previously owned, or

takes in trade, and

c. motor vehicle or powersports vehicle financing

provided by that person to retail consumers for motor

vehicles or powersports 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.

E. Nothing in this section shall prohibit a manufacturer or

distributor from requiring a dealer to be in compliance with the

franchise agreement and authorized to sell a make and model based on

applicable reasonable standards and requirements that include but

are not limited to any facility, technology, or training

requirements necessary to sell or service a vehicle, in order to be

eligible for delivery or allotment of a make or model of a new motor

vehicle or new powersports vehicle or an incentive.