CS/CS/HB 1525

1	A bill to be entitled
2	An act relating to motor vehicle dealerships; amending s.
3	320.64, F.S.; revising provisions prohibiting certain acts
4	by a motor vehicle manufacturer, factory branch,
5	distributor, or importer who is a licensee or an applicant
6	for a license under specified provisions; revising the
7	prohibition against requiring a dealer to relocate,
8	substantially change, alter, remodel, or replace the
9	dealer's sales or service facilities; revising
10	requirements for licensee-offered program bonuses,
11	incentives, and other benefits; providing that criminal
12	penalties do not apply to certain violations; revising
13	conditions and procedures for certain audits and dispute
14	resolution; providing that the applicant or licensee has
15	the burden of proof that its audit and the resulting
16	charge-back are in compliance with specified provisions;
17	revising provisions prohibiting the applicant or licensee
18	taking or threatening to take adverse action against a
19	dealer because the dealer sold or leased a motor vehicle
20	to a customer who exported the vehicle to a foreign
21	country or who resold the vehicle; providing a rebuttable
22	presumption that the dealer neither knew nor reasonably
23	should have known of its customer's intent to export or
24	resell the vehicle; providing procedures under which such
25	adverse actions may be taken; requiring certain payments
26	if a termination, cancellation, or nonrenewal of a
27	dealer's franchise is the result of certain circumstances;
28	prohibiting the applicant or licensee from not offering a
29	benefit program to a dealer in this state which it offers
30	to all of its other same line-make dealers; amending s.
31	320.642, F.S.; revising provisions for establishing an
32	additional motor vehicle dealership in or relocating an
33	existing dealer to a location within a community or
34	territory where the same line-make vehicle is presently
35	represented by a franchised motor vehicle dealer or
36	dealers; revising notice requirements; revising
37	requirements for protests; revising provisions for denial
38	of an application for a motor vehicle dealer license in
39	any community or territory; revising provisions under
40	which a dealer has standing to protest a proposed
41	additional or relocated motor vehicle dealer; amending s.
42	320.643, F.S.; revising provisions for a transfer,
43	assignment, or sale of franchise agreements; prohibiting
44	the rejection of a proposed transfer of interest in a
45	motor vehicle dealer entity to a trust or other entity, or
46	a beneficiary thereof, which is established for estate-
47	planning purposes; prohibiting placing certain conditions
48	on such transfer; revising provisions for a hearing by the
49	department or a court relating to a proposed transfer;
50	amending s. 320.696, F.S.; revising warranty
51	responsibility provisions; providing for severability;
52	providing an effective date.
53
54	Be It Enacted by the Legislature of the State of Florida:
55
56	Section 1.  Subsections (10), (25), (26), and (36) of
57	section 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;
60	grounds.--A license of a licensee under s. 320.61 may be denied,
61	suspended, or revoked within the entire state or at any specific
62	location or locations within the state at which the applicant or
63	licensee engages or proposes to engage in business, upon proof
64	that the section was violated with sufficient frequency to
65	establish a pattern of wrongdoing, and a licensee or applicant
66	shall be liable for claims and remedies provided in ss. 320.695
67	and 320.697 for any violation of any of the following
68	provisions. A licensee is prohibited from committing the
69	following acts:
70	(10)(a)  The applicant or licensee has attempted to enter,
71	or has entered, into a franchise agreement with a motor vehicle
72	dealer who does not, at the time of the franchise agreement,
73	have proper facilities to provide the services to his or her
74	purchasers of new motor vehicles which are covered by the new
75	motor vehicle warranty issued by the applicant or licensee.
76	(b)  Notwithstanding any provision of a franchise, a
77	licensee may not require a motor vehicle dealer, by agreement,
78	program, policy, standard, or otherwise, to relocate, to make
79	substantial changes, alterations, or remodeling to, or to
80	replace a motor vehicle dealer's sales or service facilities
81	unless the licensee's requirements are reasonable and
82	justifiable in light of the current and reasonably foreseeable
83	projections of economic conditions, financial expectations, and
84	the motor vehicle dealer's market for the licensee's motor
85	vehicles.
86	(c)(b)  A licensee may, however, consistent with the
87	licensee's allocation obligations at law and to its other same
88	line-make motor vehicle dealers, provide to a motor vehicle
89	dealer a commitment to supply allocate additional vehicles or
90	provide a loan or grant of money as an inducement for the motor
91	vehicle dealer to relocate, expand, improve, remodel, alter, or
92	renovate its facilities if the licensee delivers an assurance to
93	the dealer that it will offer to supply to the dealer a
94	sufficient quantity of new motor vehicles, consistent with its
95	allocation obligations at law and to its other same line-make
96	motor vehicle dealers, which will economically justify such
97	relocation, expansion, improvement, remodeling, renovation, or
98	alteration, in light of reasonably current and reasonably
99	projected market and economic conditions. the provisions of the
100	commitment are increase in vehicle allocation, the loan or grant
101	and the assurance, and the basis for them must be contained in a
102	writing written agreement voluntarily agreed to entered into by
103	the dealer and are must be made available, on substantially
104	similar terms, to any of the licensee's other same line-make
105	dealers in this state who voluntarily agree to make a
106	substantially similar facility expansion, improvement,
107	remodeling, alteration, or renovation with whom the licensee
108	offers to enter into such an agreement.
109	(d)  Except as provided in paragraph (c), subsection (36),
110	or as otherwise provided by law, this subsection does not
111	require a licensee to provide financial support for, or
112	contribution to, the purchase or sale of the assets of or equity
113	in a motor vehicle dealer or a relocation of a motor vehicle
114	dealer because such support has been provided to other
115	purchases, sales, or relocations.
116	(e)(c)  A licensee or its common entity may shall not
117	withhold a bonus, incentive, or other benefit that is available
118	to its other same line-make franchised dealers in this state
119	from, or take or threaten to take any action that is unfair or
120	adverse to a dealer who does not enter into an agreement with
121	the licensee pursuant to paragraph (c) (b).
122	(d)  A licensee may not refuse to offer a program, bonus,
123	incentive, or other benefit, in whole or in part, to a dealer in
124	this state which it offers to its other same line-make dealers
125	nationally or in the licensee's zone or region in which this
126	state is included. Neither may it discriminate against a dealer
127	in this state with respect to any program, bonus, incentive, or
128	other benefit. For purposes of this chapter, a licensee may not
129	establish this state alone as a zone, region, or territory by
130	any other designation.
131	(f)(e)  This subsection does Paragraphs (a) and (b) do not
132	affect any contract between a licensee and any of its dealers
133	regarding relocation, expansion, improvement, remodeling,
134	renovation, or alteration which exists on the effective date of
135	this act.
136	(f)  Any portion of a licensee-offered program for a bonus,
137	incentive, or other benefit that, in whole or in part, is based
138	upon or aimed at inducing a dealer's relocation, expansion,
139	improvement, remodeling, renovation, or alteration of the
140	dealer's sales or service facility, or both, is void as to each
141	of the licensee's motor vehicle dealers in this state who,
142	nevertheless, shall be eligible for the entire amount of the
143	bonuses, incentives, or benefits offered in the program upon
144	compliance with the other eligibility provisions in the program.
145	(g)  A licensee may set and uniformly apply reasonable
146	standards for a motor vehicle dealer's sales and service
147	facilities which are related to upkeep, repair, and cleanliness.
148	(h)  A violation of paragraphs (b)-(g) is not a violation
149	of s. 320.70 and does not subject any licensee to any criminal
150	penalty under s. 320.70.
151	(25)  The applicant or licensee has undertaken an audit of
152	warranty, maintenance, and other service-related payments or
153	incentive payments, including payments to a motor vehicle dealer
154	under any licensee-issued program, policy, or other benefit,
155	which previously have been paid to a motor vehicle dealer in
156	violation of this section or has failed to comply with any of
157	its obligations under s. 320.696. An applicant or licensee may
158	reasonably and periodically audit a motor vehicle dealer to
159	determine the validity of paid claims as provided in s. 320.696.
160	Audits Audit of warranty, maintenance, and other service-related
161	payments shall only be performed by an applicant or licensee
162	only during for the 1-year period immediately following the date
163	the claim was paid. Audit of incentive payments shall only be
164	for an 18-month period immediately following the date the
165	incentive was paid. After such time periods have elapsed, all
166	warranty, maintenance, and other service-related payments and
167	incentive payments shall be deemed final and incontrovertible
168	for any reason notwithstanding any otherwise applicable law, and
169	the motor vehicle dealer shall not be subject to any charge-back
170	or repayment. An applicant or licensee may deny a claim or, as a
171	result of a timely conducted audit, impose a charge-back against
172	a motor vehicle dealer for warranty, maintenance, or other
173	service-related payments or incentive payments only if An
174	applicant or licensee shall not deny a claim or charge a motor
175	vehicle dealer back subsequent to the payment of the claim
176	unless the applicant or licensee can show that the warranty,
177	maintenance, or other service-related claim or incentive claim
178	was false or fraudulent or that the motor vehicle dealer failed
179	to substantially comply with the reasonable written and
180	uniformly applied procedures of the applicant or licensee for
181	such repairs or incentives. An applicant or licensee may not
182	charge a motor vehicle dealer back subsequent to the payment of
183	a warranty, maintenance, or service-related claim or incentive
184	claim unless, within 30 days after a timely conducted audit, a
185	representative of the applicant or licensee first meets in
186	person, by telephone, or by video teleconference with an officer
187	or employee of the dealer designated by the motor vehicle
188	dealer. At such meeting the applicant or licensee must provide a
189	detailed explanation, with supporting documentation, as to the
190	basis for each of the claims for which the applicant or licensee
191	proposed a charge-back to the dealer and a written statement
192	containing the basis upon which the motor vehicle dealer was
193	selected for audit or review. Thereafter, the applicant or
194	licensee must provide the motor vehicle dealer's representative
195	a reasonable period after the meeting within which to respond to
196	the proposed charge-backs, with such period to be commensurate
197	with the volume of claims under consideration, but in no case
198	less than 45 days after the meeting. The applicant or licensee
199	is prohibited from changing or altering the basis for each of
200	the proposed charge-backs as presented to the motor vehicle
201	dealer's representative following the conclusion of the audit
202	unless the applicant or licensee receives new information
203	affecting the basis for one or more charge-backs and that new
204	information is received within 30 days after the conclusion of
205	the timely conducted audit. If the applicant or licensee claims
206	the existence of new information, the dealer must be given the
207	same right to a meeting and right to respond as when the charge-
208	back was originally presented. After all internal dispute
209	resolution processes provided through the applicant or licensee
210	have been completed, the applicant or licensee shall give
211	written notice to the motor vehicle dealer of the final amount
212	of its proposed charge-back. If the dealer disputes that amount,
213	the dealer may file a protest with the department within 30 days
214	after receipt of the notice. If a protest is timely filed, the
215	department shall notify the applicant or licensee of the filing
216	of the protest and the applicant or licensee may not take any
217	action to recover the amount of the proposed charge-back until
218	the department renders a final determination, not subject to
219	further appeal, that the charge-back is in compliance with the
220	provisions of this section. In any hearing pursuant to this
221	subsection, the applicant or licensee shall have the burden of
222	proof its audit and the resulting charge-back are in compliance
223	with this subsection.
224	(26)  Notwithstanding the terms of any franchise agreement,
225	including any licensee's program, policy, or procedure, the
226	applicant or licensee has refused to allocate, sell, or deliver
227	motor vehicles; charged back or withheld payments or other
228	things of value for which the dealer is otherwise eligible under
229	a sales promotion, program, or contest; prevented a motor
230	vehicle dealer from participating in any promotion, program, or
231	contest; or has taken or threatened to take any adverse action
232	against a dealer, including charge-backs, reducing vehicle
233	allocations, or terminating or threatening to terminate a
234	franchise because the dealer sold or leased a motor vehicle to a
235	customer who exported the vehicle to a foreign country or who
236	resold the vehicle, unless the licensee proves that the dealer
237	knew or reasonably should have known had actual knowledge that
238	the customer intended to export or resell the motor vehicle.
239	There is a rebuttable conclusive presumption that the dealer
240	neither knew nor reasonably should have known of its customer's
241	intent to export or resell the vehicle had no actual knowledge
242	if the vehicle is titled or registered in any state in this
243	country. A licensee may not take any action against a motor
244	vehicle dealer, including reducing its allocations or supply of
245	motor vehicles to the dealer or charging back a dealer for an
246	incentive payment previously paid, unless the licensee first
247	meets in person, by telephone, or video conference with an
248	officer or other designated employee of the dealer. At such
249	meeting, the licensee must provide a detailed explanation, with
250	supporting documentation, as to the basis for its claim that the
251	dealer knew or reasonably should have known of the customer's
252	intent to export or resell the motor vehicle. Thereafter, the
253	motor vehicle dealer shall have a reasonable period,
254	commensurate with the number of motor vehicles at issue, but not
255	less than 15 days, to respond to the licensee's claims. If,
256	following the dealer's response and completion of all internal
257	dispute resolution processes provided through the applicant or
258	licensee, the dispute remains unresolved, the dealer may file a
259	protest with the department within 30 days after receipt of a
260	written notice from the licensee that it still intends to take
261	adverse action against the dealer with respect to the motor
262	vehicles still at issue. If a protest is timely filed, the
263	department shall notify the applicant or licensee of the filing
264	of the protest and the applicant or licensee may not take any
265	action adverse to the dealer until the department renders a
266	final determination, not subject to further appeal, that the
267	licensee's proposed action is in compliance with the provisions
268	of this subsection. In any hearing pursuant to this subsection,
269	the applicant or licensee shall have the burden of proof on all
270	issues raised by this subsection.
271	(36)(a)  Notwithstanding the terms of any franchise
272	agreement, in addition to any other statutory or contractual
273	rights of recovery after the voluntary or involuntary
274	termination, cancellation, or nonrenewal of a franchise, failing
275	to pay the motor vehicle dealer, as provided in paragraph (d)
276	within 90 days after the effective date of the termination,
277	cancellation, or nonrenewal, the following amounts:
278	1.  The net cost paid by the dealer for each new car or
279	truck in the dealer's inventory with mileage of 2,000 miles or
280	less, or a motorcycle with mileage of 100 miles or less,
281	exclusive of mileage placed on the vehicle before it was
282	delivered to the dealer.
283	2.  The current price charged for each new, unused,
284	undamaged, or unsold part or accessory that:
285	a.  Is in the current parts catalogue and is still in the
286	original, resalable merchandising package and in an unbroken
287	lot, except that sheet metal may be in a comparable substitute
288	for the original package; and
289	b.  Was purchased by the dealer directly from the
290	manufacturer or distributor or from an outgoing authorized
291	dealer as a part of the dealer's initial inventory.
292	3.  The fair market value of each undamaged sign owned by
293	the dealer which bears a trademark or trade name used or claimed
294	by the applicant or licensee or its representative which was
295	purchased from or at the request of the applicant or licensee or
296	its representative.
297	4.  The fair market value of all special tools, data
298	processing equipment, and automotive service equipment owned by
299	the dealer which:
300	a.  Were recommended in writing by the applicant or
301	licensee or its representative and designated as special tools
302	and equipment;
303	b.  Were purchased from or at the request of the applicant
304	or licensee or its representative; and
305	c.  Are in usable and good condition except for reasonable
306	wear and tear.
307	5.  The cost of transporting, handling, packing, storing,
308	and loading any property subject to repurchase under this
309	section.
310	(b)  If the termination, cancellation, or nonrenewal of the
311	dealer's franchise is the result of the bankruptcy or
312	reorganization of a licensee or its common entity, or the result
313	of a licensee's plan, scheme, or policy, whether or not publicly
314	declared, that is intended to or has the effect of decreasing
315	the number of, or eliminating, the licensee's franchised motor
316	vehicle dealers of a line-make in this state, or the result of a
317	termination, elimination, or cessation of manufacture or
318	distribution of a line-make, in addition to the above payments
319	to the dealer, the licensee or its common entity, shall be
320	liable to and shall pay the motor vehicle dealer for an amount
321	at least equal to the fair market value of the franchise for the
322	line-make, which shall be the greater of the value determined as
323	of the day the licensee announces the action that results in the
324	termination, cancellation, or nonrenewal, or the value
325	determined on the day that is 12 months before that date. Fair
326	market value of the franchise for the line-make includes only
327	the goodwill value of the dealer's franchise for that line-make
328	in the dealer's community or territory.
329	(c)(b)  This subsection does not apply to a termination,
330	cancellation, or nonrenewal that is implemented as a result of
331	the sale of the assets or corporate stock or other ownership
332	interests of the dealer.
333	(d)  The dealer shall return the property listed in this
334	subsection to the licensee within 90 days after the effective
335	date of the termination, cancellation, or nonrenewal. The
336	licensee shall supply the dealer with reasonable instructions
337	regarding the method by which the dealer must return the
338	property. Absent shipping instructions and prepayment of
339	shipping costs, from the licensee or its common entity, the
340	dealer shall tender the inventory and other items to be returned
341	at the dealer's facility. The compensation for the property
342	shall be paid by the licensee or its common entity
343	simultaneously with within 60 days after the tender of inventory
344	and other items, provided that, if the dealer does not have has
345	clear title to the inventory and other items and is not in a
346	position to convey that title to the licensee, manufacturer or
347	distributor. If the inventory or other items are subject to a
348	security interest, the licensee may make payment for the
349	property being returned may be made jointly to the dealer and
350	the holder of any the security interest.
351	(38)  The applicant or licensee has failed or refused to
352	offer a bonus, incentive, rebate, or other benefit program, in
353	whole or in part, to a dealer or dealers in this state which it
354	offers to all of its other same line-make dealers nationally or
355	to all of its other same line-make dealers in the licensee's
356	designated zone, region, or other licensee-designated area of
357	which this state is a part, unless the failure or refusal to
358	offer the program in this state is reasonably supported by
359	substantially different economic or marketing considerations
360	than are applicable to the licensee's same line-make dealers in
361	this state. For purposes of this chapter, a licensee may not
362	establish this state alone as a designated zone, region, or area
363	or any other designation for a specified territory. A licensee
364	may offer a bonus, incentive, rebate, or other benefit program
365	to its dealers in this state that is calculated or paid on a
366	per-vehicle basis and is related in part to a dealer's facility
367	or the expansion, improvement, remodeling, alteration, or
368	renovation of a dealer's facility. Any dealer who does not
369	comply with the facility criteria or eligibility requirements of
370	such program shall be entitled to receive a reasonable
371	percentage of the bonus, incentive, rebate, or other benefit
372	offered by the licensee under that program by complying with the
373	criteria or eligibility requirements unrelated to the dealer's
374	facility under that program. For purposes of this subsection,
375	the percentage unrelated to the facility criteria or
376	requirements is presumed to be "reasonable" if it is not less
377	than 80 percent of the total of the per vehicle bonus,
378	incentive, rebate, or other benefit offered under the program.
379
380	A motor vehicle dealer who can demonstrate that a violation of,
381	or failure to comply with, any of the preceding provisions by an
382	applicant or licensee will or can adversely and pecuniarily
383	affect the complaining dealer, shall be entitled to pursue all
384	of the remedies, procedures, and rights of recovery available
385	under 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,
388	are amended to read:
389	320.642  Dealer licenses in areas previously served;
390	procedure.--
391	(1)  Any licensee who proposes to establish an additional
392	motor vehicle dealership or permit the relocation of an existing
393	dealer to a location within a community or territory where the
394	same line-make vehicle is presently represented by a franchised
395	motor vehicle dealer or dealers shall give written notice of its
396	intention to the department. The Such notice shall state:
397	(a)  The specific location at which the additional or
398	relocated motor vehicle dealership will be established.
399	(b)  The date on or after which the licensee intends to be
400	engaged in business with the additional or relocated motor
401	vehicle dealer at the proposed location.
402	(c)  The identity of all motor vehicle dealers who are
403	franchised to sell the same line-make vehicle with licensed
404	locations in the county and or any contiguous county to the
405	county where the additional or relocated motor vehicle dealer is
406	proposed to be located.
407	(d)  The names and addresses of the dealer-operator and
408	principal investors in the proposed additional or relocated
409	motor vehicle dealership.
410
411	Immediately upon receipt of the such notice the department shall
412	cause a notice to be published in the Florida Administrative
413	Weekly. The published notice shall state that a petition or
414	complaint by any dealer with standing to protest pursuant to
415	subsection (3) must be filed not more than 30 days from the date
416	of publication of the notice in the Florida Administrative
417	Weekly. The published notice shall describe and identify the
418	proposed dealership sought to be licensed, and the department
419	shall cause a copy of the notice to be mailed to those dealers
420	identified in the licensee's notice under paragraph (c).
421	(2)(a)  An application for a motor vehicle dealer license
422	in any community or territory shall be denied when:
423	1.  A timely protest is filed by a presently existing
424	franchised motor vehicle dealer with standing to protest as
425	defined in subsection (3); and
426	2.  The licensee fails to show that the existing franchised
427	dealer or dealers who register new motor vehicle retail sales or
428	retail leases of the same line-make in the community or
429	territory of the proposed dealership are not providing adequate
430	representation of such line-make motor vehicles in such
431	community or territory. Adequacy of representation must be
432	measured with respect to the community or territory as a whole
433	and not with respect to any part thereof or any identifiable
434	plot therein. The burden of proof in establishing inadequate
435	representation shall be on the licensee.
436	(3)  An existing franchised motor vehicle dealer or dealers
437	shall have standing to protest a proposed additional or
438	relocated motor vehicle dealer when where the existing motor
439	vehicle dealer or dealers have a franchise agreement for the
440	same line-make vehicle to be sold or serviced by the proposed
441	additional or relocated motor vehicle dealer and are physically
442	located so as to meet or satisfy any of the following
443	requirements or conditions:
444	(a)  If the proposed additional or relocated motor vehicle
445	dealer is to be located in a county with a population of less
446	than 300,000 according to the most recent data of the United
447	States Census Bureau or the data of the Bureau of Economic and
448	Business Research of the University of Florida:
449	1.  The proposed additional or relocated motor vehicle
450	dealer is to be located in the area designated or described as
451	the area of responsibility, or such similarly designated area,
452	including the entire area designated as a multiple-point area,
453	in the franchise agreement or in any related document or
454	commitment with the existing motor vehicle dealer or dealers of
455	the same line-make as such agreement existed upon October 1,
456	1988;
457	2.  The existing motor vehicle dealer or dealers of the
458	same line-make have a licensed franchise location within a
459	radius of 20 miles of the location of the proposed additional or
460	relocated motor vehicle dealer; or
461	3.  Any existing motor vehicle dealer or dealers of the
462	same line-make can establish that during any 12-month period of
463	the 36-month period preceding the filing of the licensee's
464	application for the proposed dealership, the such dealer or its
465	predecessor made 25 percent of its retail sales of new motor
466	vehicles to persons whose registered household addresses were
467	located within a radius of 20 miles of the location of the
468	proposed additional or relocated motor vehicle dealer; provided
469	the such existing dealer is located in the same county or any
470	county contiguous to the county where the additional or
471	relocated dealer is proposed to be located.
472	(b)  If the proposed additional or relocated motor vehicle
473	dealer is to be located in a county with a population of more
474	than 300,000 according to the most recent data of the United
475	States Census Bureau or the data of the Bureau of Economic and
476	Business Research of the University of Florida:
477	1.  Any existing motor vehicle dealer or dealers of the
478	same line-make have a licensed franchise location within a
479	radius of 12.5 miles of the location of the proposed additional
480	or relocated motor vehicle dealer; or
481	2.  Any existing motor vehicle dealer or dealers of the
482	same line-make can establish that during any 12-month period of
483	the 36-month period preceding the filing of the licensee's
484	application for the proposed dealership, such dealer or its
485	predecessor made 25 percent of its retail sales of new motor
486	vehicles to persons whose registered household addresses were
487	located within a radius of 12.5 miles of the location of the
488	proposed additional or relocated motor vehicle dealer; provided
489	such existing dealer is located in the same county or any county
490	contiguous to the county where the additional or relocated
491	dealer is proposed to be located.
492	Section 3.  Section 320.643, Florida Statutes, is amended
493	to read:
494	320.643  Transfer, assignment, or sale of franchise
495	agreements.--
496	(1)(a)  Notwithstanding the terms of any franchise
497	agreement, a licensee shall not, by contract or otherwise, fail
498	or refuse to give effect to, prevent, prohibit, or penalize or
499	attempt to refuse to give effect to, prohibit, or penalize any
500	motor vehicle dealer from selling, assigning, transferring,
501	alienating, or otherwise disposing of its franchise agreement to
502	any other person or persons, including a corporation established
503	or existing for the purpose of owning or holding a franchise
504	agreement, unless the licensee proves at a hearing pursuant to a
505	complaint filed by a motor vehicle dealer under this section
506	that the such sale, transfer, alienation, or other disposition
507	is to a person who is not, or whose controlling executive
508	management is not, of good moral character or does not meet the
509	written, reasonable, and uniformly applied standards or
510	qualifications of the licensee relating to financial
511	qualifications of the transferee and business experience of the
512	transferee or the transferee's executive management. A motor
513	vehicle dealer who desires to sell, assign, transfer, alienate,
514	or otherwise dispose of a franchise shall notify, or cause the
515	proposed transferee to notify, the licensee, in writing, setting
516	forth the prospective transferee's name, address, financial
517	qualifications, and business experience during the previous 5
518	years. A licensee who receives such notice may, within 60 days
519	following such receipt, notify the motor vehicle dealer, in
520	writing, that the proposed transferee is not a person qualified
521	to be a transferee under this section and setting forth the
522	material reasons for such rejection. Failure of the licensee to
523	notify the motor vehicle dealer within the 60-day period of such
524	rejection shall be deemed an approval of the transfer. No such
525	transfer, assignment assign, or sale shall be valid unless the
526	transferee agrees in writing to comply with all requirements of
527	the franchise then in effect, but with the ownership changed to
528	the transferee.
529	(b)  A motor vehicle dealer whose proposed sale is rejected
530	may, within 60 days following such receipt of such rejection,
531	file with the department a complaint for a determination that
532	the proposed transferee has been rejected in violation of this
533	section. The licensee has the burden of proof with respect to
534	all issues raised by the such complaint. The department shall
535	determine, and enter an order providing, that the proposed
536	transferee is either qualified or is not and cannot be qualified
537	for specified reasons, or the order may provide the conditions
538	under which a proposed transferee would be qualified. If the
539	licensee fails to file such a response to the motor vehicle
540	dealer's complaint within 30 days after receipt of the
541	complaint, unless the parties agree in writing to an extension,
542	or if the department, after a hearing, renders a decision other
543	than one disqualifying the proposed transferee, the franchise
544	agreement between the motor vehicle dealer and the licensee is
545	shall be deemed amended to incorporate such transfer or amended
546	in accordance with the determination and order rendered,
547	effective upon compliance by the proposed transferee with any
548	conditions set forth in the determination or order.
549	(2)(a)  Notwithstanding the terms of any franchise
550	agreement, a licensee shall not, by contract or otherwise, fail
551	or refuse to give effect to, prevent, prohibit, or penalize, or
552	attempt to refuse to give effect to, prevent, prohibit, or
553	penalize, any motor vehicle dealer or any proprietor, partner,
554	stockholder, owner, or other person who holds or otherwise owns
555	an interest therein from selling, assigning, transferring,
556	alienating, or otherwise disposing of, in whole or in part, the
557	equity interest of any of them in such motor vehicle dealer to
558	any other person or persons, including a corporation established
559	or existing for the purpose of owning or holding the stock or
560	ownership interests of other entities, unless the licensee
561	proves at a hearing pursuant to a complaint filed by a motor
562	vehicle dealer under this section that the such sale, transfer,
563	alienation, or other disposition is to a person who is not, or
564	whose controlling executive management is not, of good moral
565	character. A motor vehicle dealer, or any proprietor, partner,
566	stockholder, owner, or other person who holds or otherwise owns
567	an interest in the motor vehicle dealer, who desires to sell,
568	assign, transfer, alienate, or otherwise dispose of any interest
569	in such motor vehicle dealer shall notify, or cause the proposed
570	transferee to so notify, the licensee, in writing, of the
571	identity and address of the proposed transferee. A licensee who
572	receives such notice may, within 60 days following such receipt,
573	notify the motor vehicle dealer in writing that the proposed
574	transferee is not a person qualified to be a transferee under
575	this section and setting forth the material reasons for such
576	rejection. Failure of the licensee to notify the motor vehicle
577	dealer within the 60-day period of such rejection shall be
578	deemed an approval of the transfer. Any person whose proposed
579	sale of stock is rejected may file within 60 days of receipt of
580	such rejection a complaint with the department alleging that the
581	rejection was in violation of the law or the franchise
582	agreement. The licensee has the burden of proof with respect to
583	all issues raised by such complaint. The department shall
584	determine, and enter an order providing, that the proposed
585	transferee either is qualified or is not and cannot be qualified
586	for specified reasons; or the order may provide the conditions
587	under which a proposed transferee would be qualified. If the
588	licensee fails to file a response to the motor vehicle dealer's
589	complaint within 30 days of receipt of the complaint, unless the
590	parties agree in writing to an extension, or if the department,
591	after a hearing, renders a decision on the complaint other than
592	one disqualifying the proposed transferee, the transfer shall be
593	deemed approved in accordance with the determination and order
594	rendered, effective upon compliance by the proposed transferee
595	with any conditions set forth in the determination or order.
596	(b)  Notwithstanding paragraph (a), a licensee may not
597	reject a proposed transfer of a legal, equitable, or beneficial
598	interest in a motor vehicle dealer to a trust or other entity,
599	or to any beneficiary thereof, which is established by an owner
600	of any interest in a motor vehicle dealer for purposes of estate
601	planning if the controlling person of the trust or entity, or
602	the beneficiary, is of good moral character.
603	(3)  A licensee may not condition any proposed transfer
604	under this section upon a relocation of a dealer, construction
605	of any addition or modification to, or any refurbishing or
606	remodeling of any dealership structure, facility, or building of
607	the existing motor vehicle dealer, or upon any modification of
608	the existing franchise agreement, except for the change of
609	ownership.
610	(4)(3)  During the pendency of any such hearing, the
611	franchise agreement of the motor vehicle dealer shall continue
612	in effect in accordance with its terms. The department shall
613	expedite any determination requested under this section.
614	(5)(4)  Notwithstanding the terms of any franchise
615	agreement, the acceptance by the licensee of the proposed
616	transferee shall not be unreasonably withheld. For the purposes
617	of this section, the refusal by the licensee to accept, in a
618	timely manner, a proposed transferee who satisfies the criteria
619	set forth in subsection (1) or subsection (2) is presumed to be
620	unreasonable.
621	(6)(5)  It shall be a violation of this section for the
622	licensee to reject or withhold approval of a proposed transfer
623	unless the licensee can prove in any court of competent
624	jurisdiction in defense of any claim brought pursuant to s.
625	320.697 that, in fact, the rejection or withholding of approval
626	of the proposed transfer was not in violation of or precluded by
627	this section and was reasonable. The determination of whether
628	such rejection or withholding was not in violation of or
629	precluded by this section and was reasonable shall be based on
630	an objective standard. Alleging the permitted statutory grounds
631	by the licensee in the written rejection of the proposed
632	transfer shall not protect the licensee from liability for
633	violating this section.
634	Section 4.  Subsection (6) of section 320.696, Florida
635	Statutes, is amended to read:
636	320.696  Warranty responsibility.--
637	(6)  A licensee shall not recover or attempt to recover,
638	directly or indirectly, any of its costs for compensating a
639	motor vehicle dealer under this section, including by decreasing
640	or eliminating solely in this state or as it relates to any of
641	its dealers, any bonuses or other incentive that the licensee
642	has in effect nationally, regionally, or in a territory by any
643	other designation; by reducing the dealer's gross margin for any
644	of the licensee's products or services where the wholesale price
645	charged to the dealer is determined by the licensee and the
646	reduction is not in effect nationally or regionally; by imposing
647	a separate charge or surcharge to the wholesale price paid by a
648	dealer in this state for any product or service offered to or
649	supplied by a licensee under a franchise agreement with the
650	dealer; or by passing on to the dealer any charge or surcharge
651	of a common entity of the licensee.
652	Section 5.  If any provision of this act or the application
653	thereof to any person or circumstance is held invalid, the
654	invalidity does not affect other provisions or applications of
655	the act which can be given effect without the invalid provision
656	or application, and to this end the provisions of this act are
657	declared severable.
658	Section 6.  This act shall take effect upon becoming a law.

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