Vermont Statutes Title 9 Sec. 4100e
Terms Used In Vermont Statutes Title 9 Sec. 4100e
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Designated family member: means the spouse, child, grandchild, parent, brother, or sister of the owner of a new motor vehicle dealer who, in the case of the owner's death, is entitled to inherit the ownership interest in the new motor vehicle dealer under the terms of the owner's will, or who has been nominated in any other written instrument, or who, in the case of an incapacitated owner of a new motor vehicle dealer, has been appointed by a court as the legal representative of the new motor vehicle dealer's property. See
- Distributor: means any person, resident or nonresident, who in whole or in part offers for sale, sells, or distributes any new motor vehicle to new motor vehicle dealers or who maintains factory representatives or who controls any person, firm, association, corporation, or trust, resident or nonresident, who in whole or in part offers for sale, sells, or distributes any new motor vehicle to new motor vehicle dealers. See
- Fees: shall mean earnings due for official services, aside from salaries or per diem compensation. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Franchise: means all agreements and contracts between any new motor vehicle manufacturer, written or otherwise, and any new motor vehicle dealer that relate to the operation of the franchise and purport to fix the legal rights and liabilities of the parties to such agreements or contracts, including agreements pursuant to which the dealer purchases and resells the franchise product, performs warranty and other service on the manufacturer's products, leases or rents the dealership premises or agreements concerning the dealership premises, or construction or renovation of the dealership premises. See
- Franchisor: means any manufacturer, distributor, distributor branch or factory branch, importer, or other person, partnership, corporation, association, or entity, whether resident or nonresident, that enters into or is currently a party to a franchise with a new motor vehicle dealer. See
- Manufacturer: means any person, resident or nonresident, who manufactures or assembles new motor vehicles, or imports for distribution through distributors of motor vehicles, or any partnership, firm, association, joint venture, corporation, or trust, resident or nonresident, that is controlled by the manufacturer. See
- Motor vehicle: means every vehicle intended primarily for use and operation on the public highways that is self-propelled, not including farm tractors and other machines and tools used in the production, harvesting, and care of farm products. See
- New motor vehicle: means a vehicle that has been sold to a new motor vehicle dealer and that has not been used for other than demonstration purposes and on which the original title has not been issued from the new motor vehicle dealer. See
- New motor vehicle dealer: means any person who holds, or held at the time a cause of action under this chapter accrued, a valid sales and service agreement, franchise, or contract granted by the manufacturer or distributor for the retail sale of the manufacturer's or distributor's new motor vehicles, is not affiliated by ownership or control with a franchisor, and is engaged in the business of any of the following with respect to new motor vehicles or the parts and accessories for those new motor vehicles:
- Owner: means any person holding an ownership interest in the business entity operating as a new motor vehicle dealer or under a franchise as defined in this chapter either as a corporation, partnership, sole proprietorship, or other legal entity. See
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
§ 4100e. Right of first refusal
In the event of a proposed sale or transfer of all or substantially all ownership or transfer of all or substantially all dealership assets, and if the franchise agreement has a right of first refusal in favor of the manufacturer, distributor, or franchisor, then notwithstanding the terms of the franchise agreement, the manufacturer, distributor, or franchisor shall be permitted to exercise a right of first refusal to acquire the new motor vehicle dealer’s assets or ownership only if all of the following requirements are met:
(1) In order to exercise the right of first refusal, the manufacturer or distributor shall notify the new motor vehicle dealer in writing of its intent to exercise its right of first refusal within the 60-day notice limit provided in subdivision 4097(11) of this title.
(2) The exercise of the right of first refusal will result in the owner of the dealership receiving the same or greater consideration as the owner has contracted to receive in connection with the proposed change of ownership or transfer.
(3) The proposed change in the dealership’s ownership or transfer of assets does not involve the transfer or sale to any of the following members of the family of one or more owners:
(A) a designated family member or members, including any of the following members of one or more dealer owners:
(i) the spouse;
(ii) a child;
(iii) a grandchild;
(iv) the spouse of a child or a grandchild;
(v) a sibling;
(vi) a parent;
(B) a manager:
(i) employed by the dealer in the dealership during the previous two years; and
(ii) who is otherwise qualified as a dealer operator;
(C) a partnership or corporation controlled by any of the family members described in subdivision (A) of this subdivision (3);
(D) a trust arrangement established or to be established:
(i) for the purpose of allowing the new motor vehicle dealer to continue to qualify as such under the manufacturer’s or distributor’s standards; or
(ii) to provide for the succession of the franchise agreement to designated family members or qualified management in the event of the death or incapacity of the dealer or its principal owner or owners.
(4) The manufacturer or distributor agrees to pay the reasonable expenses, including attorney’s fees that do not exceed the usual, customary, and reasonable fees charged for similar work done for other clients, incurred by the proposed owner or proposed transferee prior to the manufacturer’s or distributor’s exercise of its right of first refusal in negotiating and implementing the contract for the proposed sale or transfer of the dealership or dealership assets. (Added 2009, No. 57, § 1, eff. June 1, 2009.)