Missouri Laws 407.824 – Facility improvements and other changes not required by franchisee, when
1. As used in this section, the following terms mean:
(1) “Goods”, the same meaning as is ascribed to such term under section 400.2-105, except that such term shall not include moveable displays, brochures, and promotional materials containing material subject to the intellectual property rights of a manufacturer or franchisor;
Terms Used In Missouri Laws 407.824
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- Property: includes real and personal property. See Missouri Laws 1.020
(2) “Substantial reimbursement”, a reimbursement in an amount equal to or greater than the cost of the savings that would result if the franchisee were to utilize a vendor of the franchisee’s own selection instead of using the vendor identified by the manufacturer or franchisor.
2. No manufacturer or franchisor shall coerce or otherwise require any franchisee to construct improvements to facilities or install new signs or other franchise or image elements that replace or substantially alter improvements, signs, or franchise elements completed within the last ten years that were required and approved by the manufacturer or franchisee. For purposes of this subsection, the term “substantially alter” shall not include routine maintenance that is reasonably necessary to keep a franchisee’s dealership facility in a safe and attractive condition.
3. Unless the manufacturer or franchisor provides substantial reimbursement for the goods or services, no manufacturer or franchisor shall require a franchisee to purchase goods or services to make improvements to the franchisee’s facilities from a vendor selected, identified, or designated by the manufacturer or franchisor by agreement, program, incentive provision, bulletin, or otherwise, without allowing or making available to the franchisee the option to obtain goods or services of comparable grade, kind, quality, and overall design and the same materials and characteristics from a vendor chosen by the franchisee and approved by the manufacturer or franchisor. Approval by a manufacturer or franchisor shall not be unreasonably withheld. This subsection shall not be construed to eliminate, impair, damage, or otherwise limit a manufacturer’s or franchisor’s intellectual property rights in any way.
4. The ten-year period set forth in this section shall commence for a franchisee, including such franchisee’s successors and assigns, on the date that the manufacturer or franchisor gave final written approval of the facility, facility improvements, or installation of signs or other franchise or image elements or on the date that the franchisee receives a certificate of occupancy for the improved facility, whichever is later.
5. Nothing in this section shall prohibit a manufacturer or franchisor from requiring changes or updates to signs that contain the manufacturer’s* or franchisor’s brand, logo, or other intellectual property protected by federal intellectual property law more frequently than every ten years, provided that the manufacturer or franchisor shall offer the franchisee compensation for the sign or pay for the sign if sign changes are required less than five years apart.