January 24, 2021
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CS/CS/HB 1525

1
A bill to be entitled
2An act relating to motor vehicle dealerships; amending s.
3320.64, F.S.; revising provisions prohibiting certain acts
4by a motor vehicle manufacturer, factory branch,
5distributor, or importer who is a licensee or an applicant
6for a license under specified provisions; revising the
7prohibition against requiring a dealer to relocate,
8substantially change, alter, remodel, or replace the
9dealer's sales or service facilities; revising
10requirements for licensee-offered program bonuses,
11incentives, and other benefits; providing that criminal
12penalties do not apply to certain violations; revising
13conditions and procedures for certain audits and dispute
14resolution; providing that the applicant or licensee has
15the burden of proof that its audit and the resulting
16charge-back are in compliance with specified provisions;
17revising provisions prohibiting the applicant or licensee
18taking or threatening to take adverse action against a
19dealer because the dealer sold or leased a motor vehicle
20to a customer who exported the vehicle to a foreign
21country or who resold the vehicle; providing a rebuttable
22presumption that the dealer neither knew nor reasonably
23should have known of its customer's intent to export or
24resell the vehicle; providing procedures under which such
25adverse actions may be taken; requiring certain payments
26if a termination, cancellation, or nonrenewal of a
27dealer's franchise is the result of certain circumstances;
28prohibiting the applicant or licensee from not offering a
29benefit program to a dealer in this state which it offers
30to all of its other same line-make dealers; amending s.
31320.642, F.S.; revising provisions for establishing an
32additional motor vehicle dealership in or relocating an
33existing dealer to a location within a community or
34territory where the same line-make vehicle is presently
35represented by a franchised motor vehicle dealer or
36dealers; revising notice requirements; revising
37requirements for protests; revising provisions for denial
38of an application for a motor vehicle dealer license in
39any community or territory; revising provisions under
40which a dealer has standing to protest a proposed
41additional or relocated motor vehicle dealer; amending s.
42320.643, F.S.; revising provisions for a transfer,
43assignment, or sale of franchise agreements; prohibiting
44the rejection of a proposed transfer of interest in a
45motor vehicle dealer entity to a trust or other entity, or
46a beneficiary thereof, which is established for estate-
47planning purposes; prohibiting placing certain conditions
48on such transfer; revising provisions for a hearing by the
49department or a court relating to a proposed transfer;
50amending s. 320.696, F.S.; revising warranty
51responsibility provisions; providing for severability;
52providing an effective date.
53
54Be It Enacted by the Legislature of the State of Florida:
55
56     Section 1.  Subsections (10), (25), (26), and (36) of
57section 320.64, Florida Statutes, are amended, and subsection
58(38) is added to that section, to read:
59     320.64  Denial, suspension, or revocation of license;
60grounds.--A license of a licensee under s. 320.61 may be denied,
61suspended, or revoked within the entire state or at any specific
62location or locations within the state at which the applicant or
63licensee engages or proposes to engage in business, upon proof
64that the section was violated with sufficient frequency to
65establish a pattern of wrongdoing, and a licensee or applicant
66shall be liable for claims and remedies provided in ss. 320.695
67and 320.697 for any violation of any of the following
68provisions. A licensee is prohibited from committing the
69following acts:
70     (10)(a)  The applicant or licensee has attempted to enter,
71or has entered, into a franchise agreement with a motor vehicle
72dealer who does not, at the time of the franchise agreement,
73have proper facilities to provide the services to his or her
74purchasers of new motor vehicles which are covered by the new
75motor vehicle warranty issued by the applicant or licensee.
76     (b)  Notwithstanding any provision of a franchise, a
77licensee may not require a motor vehicle dealer, by agreement,
78program, policy, standard, or otherwise, to relocate, to make
79substantial changes, alterations, or remodeling to, or to
80replace a motor vehicle dealer's sales or service facilities
81unless the licensee's requirements are reasonable and
82justifiable in light of the current and reasonably foreseeable
83projections of economic conditions, financial expectations, and
84the motor vehicle dealer's market for the licensee's motor
85vehicles.
86     (c)(b)  A licensee may, however, consistent with the
87licensee's allocation obligations at law and to its other same
88line-make motor vehicle dealers, provide to a motor vehicle
89dealer a commitment to supply allocate additional vehicles or
90provide a loan or grant of money as an inducement for the motor
91vehicle dealer to relocate, expand, improve, remodel, alter, or
92renovate its facilities if the licensee delivers an assurance to
93the dealer that it will offer to supply to the dealer a
94sufficient quantity of new motor vehicles, consistent with its
95allocation obligations at law and to its other same line-make
96motor vehicle dealers, which will economically justify such
97relocation, expansion, improvement, remodeling, renovation, or
98alteration, in light of reasonably current and reasonably
99projected market and economic conditions. the provisions of the
100commitment are increase in vehicle allocation, the loan or grant
101and the assurance, and the basis for them must be contained in a
102writing written agreement voluntarily agreed to entered into by
103the dealer and are must be made available, on substantially
104similar terms, to any of the licensee's other same line-make
105dealers in this state who voluntarily agree to make a
106substantially similar facility expansion, improvement,
107remodeling, alteration, or renovation with whom the licensee
108offers to enter into such an agreement.
109     (d)  Except as provided in paragraph (c), subsection (36),
110or as otherwise provided by law, this subsection does not
111require a licensee to provide financial support for, or
112contribution to, the purchase or sale of the assets of or equity
113in a motor vehicle dealer or a relocation of a motor vehicle
114dealer because such support has been provided to other
115purchases, sales, or relocations.
116     (e)(c)  A licensee or its common entity may shall not
117withhold a bonus, incentive, or other benefit that is available
118to its other same line-make franchised dealers in this state
119from, or take or threaten to take any action that is unfair or
120adverse to a dealer who does not enter into an agreement with
121the licensee pursuant to paragraph (c) (b).
122     (d)  A licensee may not refuse to offer a program, bonus,
123incentive, or other benefit, in whole or in part, to a dealer in
124this state which it offers to its other same line-make dealers
125nationally or in the licensee's zone or region in which this
126state is included. Neither may it discriminate against a dealer
127in this state with respect to any program, bonus, incentive, or
128other benefit. For purposes of this chapter, a licensee may not
129establish this state alone as a zone, region, or territory by
130any other designation.
131     (f)(e)  This subsection does Paragraphs (a) and (b) do not
132affect any contract between a licensee and any of its dealers
133regarding relocation, expansion, improvement, remodeling,
134renovation, or alteration which exists on the effective date of
135this act.
136     (f)  Any portion of a licensee-offered program for a bonus,
137incentive, or other benefit that, in whole or in part, is based
138upon or aimed at inducing a dealer's relocation, expansion,
139improvement, remodeling, renovation, or alteration of the
140dealer's sales or service facility, or both, is void as to each
141of the licensee's motor vehicle dealers in this state who,
142nevertheless, shall be eligible for the entire amount of the
143bonuses, incentives, or benefits offered in the program upon
144compliance with the other eligibility provisions in the program.
145     (g)  A licensee may set and uniformly apply reasonable
146standards for a motor vehicle dealer's sales and service
147facilities which are related to upkeep, repair, and cleanliness.
148     (h)  A violation of paragraphs (b)-(g) is not a violation
149of s. 320.70 and does not subject any licensee to any criminal
150penalty under s. 320.70.
151     (25)  The applicant or licensee has undertaken an audit of
152warranty, maintenance, and other service-related payments or
153incentive payments, including payments to a motor vehicle dealer
154under any licensee-issued program, policy, or other benefit,
155which previously have been paid to a motor vehicle dealer in
156violation of this section or has failed to comply with any of
157its obligations under s. 320.696. An applicant or licensee may
158reasonably and periodically audit a motor vehicle dealer to
159determine the validity of paid claims as provided in s. 320.696.
160Audits Audit of warranty, maintenance, and other service-related
161payments shall only be performed by an applicant or licensee
162only during for the 1-year period immediately following the date
163the claim was paid. Audit of incentive payments shall only be
164for an 18-month period immediately following the date the
165incentive was paid. After such time periods have elapsed, all
166warranty, maintenance, and other service-related payments and
167incentive payments shall be deemed final and incontrovertible
168for any reason notwithstanding any otherwise applicable law, and
169the motor vehicle dealer shall not be subject to any charge-back
170or repayment. An applicant or licensee may deny a claim or, as a
171result of a timely conducted audit, impose a charge-back against
172a motor vehicle dealer for warranty, maintenance, or other
173service-related payments or incentive payments only if An
174applicant or licensee shall not deny a claim or charge a motor
175vehicle dealer back subsequent to the payment of the claim
176unless the applicant or licensee can show that the warranty,
177maintenance, or other service-related claim or incentive claim
178was false or fraudulent or that the motor vehicle dealer failed
179to substantially comply with the reasonable written and
180uniformly applied procedures of the applicant or licensee for
181such repairs or incentives. An applicant or licensee may not
182charge a motor vehicle dealer back subsequent to the payment of
183a warranty, maintenance, or service-related claim or incentive
184claim unless, within 30 days after a timely conducted audit, a
185representative of the applicant or licensee first meets in
186person, by telephone, or by video teleconference with an officer
187or employee of the dealer designated by the motor vehicle
188dealer. At such meeting the applicant or licensee must provide a
189detailed explanation, with supporting documentation, as to the
190basis for each of the claims for which the applicant or licensee
191proposed a charge-back to the dealer and a written statement
192containing the basis upon which the motor vehicle dealer was
193selected for audit or review. Thereafter, the applicant or
194licensee must provide the motor vehicle dealer's representative
195a reasonable period after the meeting within which to respond to
196the proposed charge-backs, with such period to be commensurate
197with the volume of claims under consideration, but in no case
198less than 45 days after the meeting. The applicant or licensee
199is prohibited from changing or altering the basis for each of
200the proposed charge-backs as presented to the motor vehicle
201dealer's representative following the conclusion of the audit
202unless the applicant or licensee receives new information
203affecting the basis for one or more charge-backs and that new
204information is received within 30 days after the conclusion of
205the timely conducted audit. If the applicant or licensee claims
206the existence of new information, the dealer must be given the
207same right to a meeting and right to respond as when the charge-
208back was originally presented. After all internal dispute
209resolution processes provided through the applicant or licensee
210have been completed, the applicant or licensee shall give
211written notice to the motor vehicle dealer of the final amount
212of its proposed charge-back. If the dealer disputes that amount,
213the dealer may file a protest with the department within 30 days
214after receipt of the notice. If a protest is timely filed, the
215department shall notify the applicant or licensee of the filing
216of the protest and the applicant or licensee may not take any
217action to recover the amount of the proposed charge-back until
218the department renders a final determination, not subject to
219further appeal, that the charge-back is in compliance with the
220provisions of this section. In any hearing pursuant to this
221subsection, the applicant or licensee shall have the burden of
222proof its audit and the resulting charge-back are in compliance
223with this subsection.
224     (26)  Notwithstanding the terms of any franchise agreement,
225including any licensee's program, policy, or procedure, the
226applicant or licensee has refused to allocate, sell, or deliver
227motor vehicles; charged back or withheld payments or other
228things of value for which the dealer is otherwise eligible under
229a sales promotion, program, or contest; prevented a motor
230vehicle dealer from participating in any promotion, program, or
231contest; or has taken or threatened to take any adverse action
232against a dealer, including charge-backs, reducing vehicle
233allocations, or terminating or threatening to terminate a
234franchise because the dealer sold or leased a motor vehicle to a
235customer who exported the vehicle to a foreign country or who
236resold the vehicle, unless the licensee proves that the dealer
237knew or reasonably should have known had actual knowledge that
238the customer intended to export or resell the motor vehicle.
239There is a rebuttable conclusive presumption that the dealer
240neither knew nor reasonably should have known of its customer's
241intent to export or resell the vehicle had no actual knowledge
242if the vehicle is titled or registered in any state in this
243country. A licensee may not take any action against a motor
244vehicle dealer, including reducing its allocations or supply of
245motor vehicles to the dealer or charging back a dealer for an
246incentive payment previously paid, unless the licensee first
247meets in person, by telephone, or video conference with an
248officer or other designated employee of the dealer. At such
249meeting, the licensee must provide a detailed explanation, with
250supporting documentation, as to the basis for its claim that the
251dealer knew or reasonably should have known of the customer's
252intent to export or resell the motor vehicle. Thereafter, the
253motor vehicle dealer shall have a reasonable period,
254commensurate with the number of motor vehicles at issue, but not
255less than 15 days, to respond to the licensee's claims. If,
256following the dealer's response and completion of all internal
257dispute resolution processes provided through the applicant or
258licensee, the dispute remains unresolved, the dealer may file a
259protest with the department within 30 days after receipt of a
260written notice from the licensee that it still intends to take
261adverse action against the dealer with respect to the motor
262vehicles still at issue. If a protest is timely filed, the
263department shall notify the applicant or licensee of the filing
264of the protest and the applicant or licensee may not take any
265action adverse to the dealer until the department renders a
266final determination, not subject to further appeal, that the
267licensee's proposed action is in compliance with the provisions
268of this subsection. In any hearing pursuant to this subsection,
269the applicant or licensee shall have the burden of proof on all
270issues raised by this subsection.
271     (36)(a)  Notwithstanding the terms of any franchise
272agreement, in addition to any other statutory or contractual
273rights of recovery after the voluntary or involuntary
274termination, cancellation, or nonrenewal of a franchise, failing
275to pay the motor vehicle dealer, as provided in paragraph (d)
276within 90 days after the effective date of the termination,
277cancellation, or nonrenewal, the following amounts:
278     1.  The net cost paid by the dealer for each new car or
279truck in the dealer's inventory with mileage of 2,000 miles or
280less, or a motorcycle with mileage of 100 miles or less,
281exclusive of mileage placed on the vehicle before it was
282delivered to the dealer.
283     2.  The current price charged for each new, unused,
284undamaged, or unsold part or accessory that:
285     a.  Is in the current parts catalogue and is still in the
286original, resalable merchandising package and in an unbroken
287lot, except that sheet metal may be in a comparable substitute
288for the original package; and
289     b.  Was purchased by the dealer directly from the
290manufacturer or distributor or from an outgoing authorized
291dealer as a part of the dealer's initial inventory.
292     3.  The fair market value of each undamaged sign owned by
293the dealer which bears a trademark or trade name used or claimed
294by the applicant or licensee or its representative which was
295purchased from or at the request of the applicant or licensee or
296its representative.
297     4.  The fair market value of all special tools, data
298processing equipment, and automotive service equipment owned by
299the dealer which:
300     a.  Were recommended in writing by the applicant or
301licensee or its representative and designated as special tools
302and equipment;
303     b.  Were purchased from or at the request of the applicant
304or licensee or its representative; and
305     c.  Are in usable and good condition except for reasonable
306wear and tear.
307     5.  The cost of transporting, handling, packing, storing,
308and loading any property subject to repurchase under this
309section.
310     (b)  If the termination, cancellation, or nonrenewal of the
311dealer's franchise is the result of the bankruptcy or
312reorganization of a licensee or its common entity, or the result
313of a licensee's plan, scheme, or policy, whether or not publicly
314declared, that is intended to or has the effect of decreasing
315the number of, or eliminating, the licensee's franchised motor
316vehicle dealers of a line-make in this state, or the result of a
317termination, elimination, or cessation of manufacture or
318distribution of a line-make, in addition to the above payments
319to the dealer, the licensee or its common entity, shall be
320liable to and shall pay the motor vehicle dealer for an amount
321at least equal to the fair market value of the franchise for the
322line-make, which shall be the greater of the value determined as
323of the day the licensee announces the action that results in the
324termination, cancellation, or nonrenewal, or the value
325determined on the day that is 12 months before that date. Fair
326market value of the franchise for the line-make includes only
327the goodwill value of the dealer's franchise for that line-make
328in the dealer's community or territory.
329     (c)(b)  This subsection does not apply to a termination,
330cancellation, or nonrenewal that is implemented as a result of
331the sale of the assets or corporate stock or other ownership
332interests of the dealer.
333     (d)  The dealer shall return the property listed in this
334subsection to the licensee within 90 days after the effective
335date of the termination, cancellation, or nonrenewal. The
336licensee shall supply the dealer with reasonable instructions
337regarding the method by which the dealer must return the
338property. Absent shipping instructions and prepayment of
339shipping costs, from the licensee or its common entity, the
340dealer shall tender the inventory and other items to be returned
341at the dealer's facility. The compensation for the property
342shall be paid by the licensee or its common entity
343simultaneously with within 60 days after the tender of inventory
344and other items, provided that, if the dealer does not have has
345clear title to the inventory and other items and is not in a
346position to convey that title to the licensee, manufacturer or
347distributor. If the inventory or other items are subject to a
348security interest, the licensee may make payment for the
349property being returned may be made jointly to the dealer and
350the holder of any the security interest.
351     (38)  The applicant or licensee has failed or refused to
352offer a bonus, incentive, rebate, or other benefit program, in
353whole or in part, to a dealer or dealers in this state which it
354offers to all of its other same line-make dealers nationally or
355to all of its other same line-make dealers in the licensee's
356designated zone, region, or other licensee-designated area of
357which this state is a part, unless the failure or refusal to
358offer the program in this state is reasonably supported by
359substantially different economic or marketing considerations
360than are applicable to the licensee's same line-make dealers in
361this state. For purposes of this chapter, a licensee may not
362establish this state alone as a designated zone, region, or area
363or any other designation for a specified territory. A licensee
364may offer a bonus, incentive, rebate, or other benefit program
365to its dealers in this state that is calculated or paid on a
366per-vehicle basis and is related in part to a dealer's facility
367or the expansion, improvement, remodeling, alteration, or
368renovation of a dealer's facility. Any dealer who does not
369comply with the facility criteria or eligibility requirements of
370such program shall be entitled to receive a reasonable
371percentage of the bonus, incentive, rebate, or other benefit
372offered by the licensee under that program by complying with the
373criteria or eligibility requirements unrelated to the dealer's
374facility under that program. For purposes of this subsection,
375the percentage unrelated to the facility criteria or
376requirements is presumed to be "reasonable" if it is not less
377than 80 percent of the total of the per vehicle bonus,
378incentive, rebate, or other benefit offered under the program.
379
380A motor vehicle dealer who can demonstrate that a violation of,
381or failure to comply with, any of the preceding provisions by an
382applicant or licensee will or can adversely and pecuniarily
383affect the complaining dealer, shall be entitled to pursue all
384of the remedies, procedures, and rights of recovery available
385under ss. 320.695 and 320.697.
386     Section 2.  Subsection (1), paragraph (a) of subsection
387(2), and subsection (3) of section 320.642, Florida Statutes,
388are amended to read:
389     320.642  Dealer licenses in areas previously served;
390procedure.--
391     (1)  Any licensee who proposes to establish an additional
392motor vehicle dealership or permit the relocation of an existing
393dealer to a location within a community or territory where the
394same line-make vehicle is presently represented by a franchised
395motor vehicle dealer or dealers shall give written notice of its
396intention to the department. The Such notice shall state:
397     (a)  The specific location at which the additional or
398relocated motor vehicle dealership will be established.
399     (b)  The date on or after which the licensee intends to be
400engaged in business with the additional or relocated motor
401vehicle dealer at the proposed location.
402     (c)  The identity of all motor vehicle dealers who are
403franchised to sell the same line-make vehicle with licensed
404locations in the county and or any contiguous county to the
405county where the additional or relocated motor vehicle dealer is
406proposed to be located.
407     (d)  The names and addresses of the dealer-operator and
408principal investors in the proposed additional or relocated
409motor vehicle dealership.
410
411Immediately upon receipt of the such notice the department shall
412cause a notice to be published in the Florida Administrative
413Weekly. The published notice shall state that a petition or
414complaint by any dealer with standing to protest pursuant to
415subsection (3) must be filed not more than 30 days from the date
416of publication of the notice in the Florida Administrative
417Weekly. The published notice shall describe and identify the
418proposed dealership sought to be licensed, and the department
419shall cause a copy of the notice to be mailed to those dealers
420identified in the licensee's notice under paragraph (c).
421     (2)(a)  An application for a motor vehicle dealer license
422in any community or territory shall be denied when:
423     1.  A timely protest is filed by a presently existing
424franchised motor vehicle dealer with standing to protest as
425defined in subsection (3); and
426     2.  The licensee fails to show that the existing franchised
427dealer or dealers who register new motor vehicle retail sales or
428retail leases of the same line-make in the community or
429territory of the proposed dealership are not providing adequate
430representation of such line-make motor vehicles in such
431community or territory. Adequacy of representation must be
432measured with respect to the community or territory as a whole
433and not with respect to any part thereof or any identifiable
434plot therein. The burden of proof in establishing inadequate
435representation shall be on the licensee.
436     (3)  An existing franchised motor vehicle dealer or dealers
437shall have standing to protest a proposed additional or
438relocated motor vehicle dealer when where the existing motor
439vehicle dealer or dealers have a franchise agreement for the
440same line-make vehicle to be sold or serviced by the proposed
441additional or relocated motor vehicle dealer and are physically
442located so as to meet or satisfy any of the following
443requirements or conditions:
444     (a)  If the proposed additional or relocated motor vehicle
445dealer is to be located in a county with a population of less
446than 300,000 according to the most recent data of the United
447States Census Bureau or the data of the Bureau of Economic and
448Business Research of the University of Florida:
449     1.  The proposed additional or relocated motor vehicle
450dealer is to be located in the area designated or described as
451the area of responsibility, or such similarly designated area,
452including the entire area designated as a multiple-point area,
453in the franchise agreement or in any related document or
454commitment with the existing motor vehicle dealer or dealers of
455the same line-make as such agreement existed upon October 1,
4561988;
457     2.  The existing motor vehicle dealer or dealers of the
458same line-make have a licensed franchise location within a
459radius of 20 miles of the location of the proposed additional or
460relocated motor vehicle dealer; or
461     3.  Any existing motor vehicle dealer or dealers of the
462same line-make can establish that during any 12-month period of
463the 36-month period preceding the filing of the licensee's
464application for the proposed dealership, the such dealer or its
465predecessor made 25 percent of its retail sales of new motor
466vehicles to persons whose registered household addresses were
467located within a radius of 20 miles of the location of the
468proposed additional or relocated motor vehicle dealer; provided
469the such existing dealer is located in the same county or any
470county contiguous to the county where the additional or
471relocated dealer is proposed to be located.
472     (b)  If the proposed additional or relocated motor vehicle
473dealer is to be located in a county with a population of more
474than 300,000 according to the most recent data of the United
475States Census Bureau or the data of the Bureau of Economic and
476Business Research of the University of Florida:
477     1.  Any existing motor vehicle dealer or dealers of the
478same line-make have a licensed franchise location within a
479radius of 12.5 miles of the location of the proposed additional
480or relocated motor vehicle dealer; or
481     2.  Any existing motor vehicle dealer or dealers of the
482same line-make can establish that during any 12-month period of
483the 36-month period preceding the filing of the licensee's
484application for the proposed dealership, such dealer or its
485predecessor made 25 percent of its retail sales of new motor
486vehicles to persons whose registered household addresses were
487located within a radius of 12.5 miles of the location of the
488proposed additional or relocated motor vehicle dealer; provided
489such existing dealer is located in the same county or any county
490contiguous to the county where the additional or relocated
491dealer is proposed to be located.
492     Section 3.  Section 320.643, Florida Statutes, is amended
493to read:
494     320.643  Transfer, assignment, or sale of franchise
495agreements.--
496     (1)(a)  Notwithstanding the terms of any franchise
497agreement, a licensee shall not, by contract or otherwise, fail
498or refuse to give effect to, prevent, prohibit, or penalize or
499attempt to refuse to give effect to, prohibit, or penalize any
500motor vehicle dealer from selling, assigning, transferring,
501alienating, or otherwise disposing of its franchise agreement to
502any other person or persons, including a corporation established
503or existing for the purpose of owning or holding a franchise
504agreement, unless the licensee proves at a hearing pursuant to a
505complaint filed by a motor vehicle dealer under this section
506that the such sale, transfer, alienation, or other disposition
507is to a person who is not, or whose controlling executive
508management is not, of good moral character or does not meet the
509written, reasonable, and uniformly applied standards or
510qualifications of the licensee relating to financial
511qualifications of the transferee and business experience of the
512transferee or the transferee's executive management. A motor
513vehicle dealer who desires to sell, assign, transfer, alienate,
514or otherwise dispose of a franchise shall notify, or cause the
515proposed transferee to notify, the licensee, in writing, setting
516forth the prospective transferee's name, address, financial
517qualifications, and business experience during the previous 5
518years. A licensee who receives such notice may, within 60 days
519following such receipt, notify the motor vehicle dealer, in
520writing, that the proposed transferee is not a person qualified
521to be a transferee under this section and setting forth the
522material reasons for such rejection. Failure of the licensee to
523notify the motor vehicle dealer within the 60-day period of such
524rejection shall be deemed an approval of the transfer. No such
525transfer, assignment assign, or sale shall be valid unless the
526transferee agrees in writing to comply with all requirements of
527the franchise then in effect, but with the ownership changed to
528the transferee.
529     (b)  A motor vehicle dealer whose proposed sale is rejected
530may, within 60 days following such receipt of such rejection,
531file with the department a complaint for a determination that
532the proposed transferee has been rejected in violation of this
533section. The licensee has the burden of proof with respect to
534all issues raised by the such complaint. The department shall
535determine, and enter an order providing, that the proposed
536transferee is either qualified or is not and cannot be qualified
537for specified reasons, or the order may provide the conditions
538under which a proposed transferee would be qualified. If the
539licensee fails to file such a response to the motor vehicle
540dealer's complaint within 30 days after receipt of the
541complaint, unless the parties agree in writing to an extension,
542or if the department, after a hearing, renders a decision other
543than one disqualifying the proposed transferee, the franchise
544agreement between the motor vehicle dealer and the licensee is
545shall be deemed amended to incorporate such transfer or amended
546in accordance with the determination and order rendered,
547effective upon compliance by the proposed transferee with any
548conditions set forth in the determination or order.
549     (2)(a)  Notwithstanding the terms of any franchise
550agreement, a licensee shall not, by contract or otherwise, fail
551or refuse to give effect to, prevent, prohibit, or penalize, or
552attempt to refuse to give effect to, prevent, prohibit, or
553penalize, any motor vehicle dealer or any proprietor, partner,
554stockholder, owner, or other person who holds or otherwise owns
555an interest therein from selling, assigning, transferring,
556alienating, or otherwise disposing of, in whole or in part, the
557equity interest of any of them in such motor vehicle dealer to
558any other person or persons, including a corporation established
559or existing for the purpose of owning or holding the stock or
560ownership interests of other entities, unless the licensee
561proves at a hearing pursuant to a complaint filed by a motor
562vehicle dealer under this section that the such sale, transfer,
563alienation, or other disposition is to a person who is not, or
564whose controlling executive management is not, of good moral
565character. A motor vehicle dealer, or any proprietor, partner,
566stockholder, owner, or other person who holds or otherwise owns
567an interest in the motor vehicle dealer, who desires to sell,
568assign, transfer, alienate, or otherwise dispose of any interest
569in such motor vehicle dealer shall notify, or cause the proposed
570transferee to so notify, the licensee, in writing, of the
571identity and address of the proposed transferee. A licensee who
572receives such notice may, within 60 days following such receipt,
573notify the motor vehicle dealer in writing that the proposed
574transferee is not a person qualified to be a transferee under
575this section and setting forth the material reasons for such
576rejection. Failure of the licensee to notify the motor vehicle
577dealer within the 60-day period of such rejection shall be
578deemed an approval of the transfer. Any person whose proposed
579sale of stock is rejected may file within 60 days of receipt of
580such rejection a complaint with the department alleging that the
581rejection was in violation of the law or the franchise
582agreement. The licensee has the burden of proof with respect to
583all issues raised by such complaint. The department shall
584determine, and enter an order providing, that the proposed
585transferee either is qualified or is not and cannot be qualified
586for specified reasons; or the order may provide the conditions
587under which a proposed transferee would be qualified. If the
588licensee fails to file a response to the motor vehicle dealer's
589complaint within 30 days of receipt of the complaint, unless the
590parties agree in writing to an extension, or if the department,
591after a hearing, renders a decision on the complaint other than
592one disqualifying the proposed transferee, the transfer shall be
593deemed approved in accordance with the determination and order
594rendered, effective upon compliance by the proposed transferee
595with any conditions set forth in the determination or order.
596     (b)  Notwithstanding paragraph (a), a licensee may not
597reject a proposed transfer of a legal, equitable, or beneficial
598interest in a motor vehicle dealer to a trust or other entity,
599or to any beneficiary thereof, which is established by an owner
600of any interest in a motor vehicle dealer for purposes of estate
601planning if the controlling person of the trust or entity, or
602the beneficiary, is of good moral character.
603     (3)  A licensee may not condition any proposed transfer
604under this section upon a relocation of a dealer, construction
605of any addition or modification to, or any refurbishing or
606remodeling of any dealership structure, facility, or building of
607the existing motor vehicle dealer, or upon any modification of
608the existing franchise agreement, except for the change of
609ownership.
610     (4)(3)  During the pendency of any such hearing, the
611franchise agreement of the motor vehicle dealer shall continue
612in effect in accordance with its terms. The department shall
613expedite any determination requested under this section.
614     (5)(4)  Notwithstanding the terms of any franchise
615agreement, the acceptance by the licensee of the proposed
616transferee shall not be unreasonably withheld. For the purposes
617of this section, the refusal by the licensee to accept, in a
618timely manner, a proposed transferee who satisfies the criteria
619set forth in subsection (1) or subsection (2) is presumed to be
620unreasonable.
621     (6)(5)  It shall be a violation of this section for the
622licensee to reject or withhold approval of a proposed transfer
623unless the licensee can prove in any court of competent
624jurisdiction in defense of any claim brought pursuant to s.
625320.697 that, in fact, the rejection or withholding of approval
626of the proposed transfer was not in violation of or precluded by
627this section and was reasonable. The determination of whether
628such rejection or withholding was not in violation of or
629precluded by this section and was reasonable shall be based on
630an objective standard. Alleging the permitted statutory grounds
631by the licensee in the written rejection of the proposed
632transfer shall not protect the licensee from liability for
633violating this section.
634     Section 4.  Subsection (6) of section 320.696, Florida
635Statutes, is amended to read:
636     320.696  Warranty responsibility.--
637     (6)  A licensee shall not recover or attempt to recover,
638directly or indirectly, any of its costs for compensating a
639motor vehicle dealer under this section, including by decreasing
640or eliminating solely in this state or as it relates to any of
641its dealers, any bonuses or other incentive that the licensee
642has in effect nationally, regionally, or in a territory by any
643other designation; by reducing the dealer's gross margin for any
644of the licensee's products or services where the wholesale price
645charged to the dealer is determined by the licensee and the
646reduction is not in effect nationally or regionally; by imposing
647a separate charge or surcharge to the wholesale price paid by a
648dealer in this state for any product or service offered to or
649supplied by a licensee under a franchise agreement with the
650dealer; or by passing on to the dealer any charge or surcharge
651of a common entity of the licensee.
652     Section 5.  If any provision of this act or the application
653thereof to any person or circumstance is held invalid, the
654invalidity does not affect other provisions or applications of
655the act which can be given effect without the invalid provision
656or application, and to this end the provisions of this act are
657declared severable.
658     Section 6.  This act shall take effect upon becoming a law.


CODING: Words stricken are deletions; words underlined are additions.
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