SF 872

as introduced - 94th Legislature (2025 - 2026) Posted on 03/21/2025 02:42pm

A bill for an act
relating to commerce; allowing auto dealers to participate in auto shows;
establishing auto shows in which auto dealers may participate; amending Minnesota
Statutes 2024, sections 80E.12; 168.27, by adding a subdivision.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

Minnesota Statutes 2024, section 80E.12, is amended to read:

80E.12 UNLAWFUL ACTS BY MANUFACTURERS, DISTRIBUTORS, OR
FACTORY BRANCHES.

It shall be unlawful for any manufacturer, distributor, or factory branch to require a new
motor vehicle dealer to do any of the following:

(a) order or accept delivery of any new motor vehicle, part or accessory thereof,
equipment, or any other commodity not required by law which has not been voluntarily
ordered by the new motor vehicle dealer, provided that this paragraph does not modify or
supersede reasonable provisions of the franchise requiring the dealer to market a
representative line of the new motor vehicles the manufacturer or distributor is publicly
advertising;

(b) order or accept delivery of any new motor vehicle, part or accessory thereof,
equipment, or any other commodity not required by law in order for the dealer to obtain
delivery of any other motor vehicle ordered by the dealer;

(c) order or accept delivery of any new motor vehicle with special features, accessories,
or equipment not included in the list price of the motor vehicles as publicly advertised by
the manufacturer or distributor;

(d) participate monetarily in an advertising campaign or contest, or to purchase any
promotional materials, showroom, or other display decorations or materials at the expense
of the new motor vehicle dealer;

(e) enter into any agreement with the manufacturer or to do any other act prejudicial to
the new motor vehicle dealer by threatening to cancel a franchise or any contractual
agreement existing between the dealer and the manufacturer. Notice in good faith to any
dealer of the dealer's violation of any terms of the franchise agreement shall not constitute
a violation of sections 80E.01 to 80E.17;

(f) change the capital structure of the new motor vehicle dealer or the means by or
through which the dealer finances the operation of the dealership; provided, that the new
motor vehicle dealer at all times meets any reasonable capital standards agreed to by the
dealer; and also provided, that no change in the capital structure shall cause a change in the
principal management or have the effect of a sale of the franchise without the consent of
the manufacturer or distributor as provided in section 80E.13, paragraph (j);

(g) prevent or attempt to prevent, by contract or otherwise, any motor vehicle dealer
from changing the executive management control of the new motor vehicle dealer unless
the franchisor proves that the change of executive management will result in executive
management control by a person who is not of good moral character or who does not meet
the franchisor's existing reasonable capital standards and, with consideration given to the
volume of sales and services of the new motor vehicle dealer, uniformly applied minimum
business experience standards in the market area; provided, that where the manufacturer,
distributor, or factory branch rejects a proposed change in executive management control,
the manufacturer, distributor, or factory branch shall give written notice of its reasons to
the dealer;

(h) refrain from participation in the management of, investment in, or the acquisition
of, any other line of new motor vehicle or related products or establishment of another make
or line of new motor vehicles in the same dealership facilities as those of the manufacturer;
provided, however, that this clause does not apply unless the new motor vehicle dealer
maintains a reasonable line of credit for each make or line of new motor vehicle, and that
the new motor vehicle dealer remains in substantial compliance with the terms and conditions
of the franchise and with any reasonable facilities requirements of the manufacturer and
that the acquisition or addition is not unreasonable in light of all existing circumstances;
provided further that if a manufacturer determines to deny a dealer's request for a change
described in this paragraph, such denial must be in writing, must offer an analysis of the
grounds for the denial addressing the criteria contained in this paragraph, and must be
delivered to the new motor vehicle dealer within 60 days after the manufacturer receives
the completed application or documents customarily used by the manufacturer for dealer
actions described in this paragraph. If a denial that meets the requirements of this paragraph
is not sent within this period, the manufacturer shall be deemed to have given its consent
to the proposed change.

For purposes of this section and sections 80E.07, subdivision 1, paragraph (c), and 80E.14,
subdivision 4, reasonable facilities requirements shall not include a requirement that a dealer
establish or maintain exclusive facilities for the manufacturer of a line make unless
determined to be reasonable in light of all existing circumstances or the dealer and the
manufacturer voluntarily agree to such a requirement and separate and adequate consideration
was offered and accepted;

(i) during the course of the agreement, change the location of the new motor vehicle
dealership or make any substantial alterations to the dealership premises during the course
of the agreement, when to do so would be unreasonable or if the manufacturer fails to
provide the dealer 180 days' prior written notice of a required change in location or substantial
premises alteration; deleted text begin or
deleted text end

(j) prospectively assent to a release, assignment, novation, waiver, or estoppel whereby
a dealer relinquishes any rights under sections 80E.01 to 80E.17, or which would relieve
any person from liability imposed by sections 80E.01 to 80E.17 or to require any controversy
between a new motor vehicle dealer and a manufacturer, distributor, or factory branch to
be referred to any person or tribunal other than the duly constituted courts of this state or
the United States, if the referral would be binding upon the new motor vehicle dealer deleted text begin . deleted text end new text begin ; or
new text end

new text begin (k) refrain from participation in an auto show described in section 168.27, subdivision
10a.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 2.

Minnesota Statutes 2024, section 168.27, is amended by adding a subdivision to
read:

new text begin Subd. 10a. new text end

new text begin Participation in auto shows. new text end

new text begin (a) A new motor vehicle dealer may participate
in an auto show outside the county where the dealer maintains its licensed location to sell
new vehicles without obtaining an additional license if:
new text end

new text begin (1) the dealer participates in an auto show in a county other than where it maintains a
licensed location not more than four times during any calendar year;
new text end

new text begin (2) the auto show is held at a location in a city of the first class or a city immediately
adjacent to a city of the first class;
new text end

new text begin (3) the auto show is not held at a licensed location of any participating dealer;
new text end

new text begin (4) there are ten or more dealers participating in the auto show;
new text end

new text begin (5) the auto show is of a duration of no more than 12 consecutive days;
new text end

new text begin (6) the auto show is conducted by a trade association exempt from federal taxes under
United States Code, title 26, section 501(c)(6); and
new text end

new text begin (7) the auto show expressly prohibits:
new text end

new text begin (i) the sale or lease of vehicles at the show;
new text end

new text begin (ii) labeling or marking vehicles as "For Sale" or "Sold";
new text end

new text begin (iii) labeling or marking a vehicle with a price other than the manufacturer's retail price
label;
new text end

new text begin (iv) using printed posters, cards, and other printed materials that contain special dealership
pricing; and
new text end

new text begin (v) appraisal of trade-in vehicles and quoting a trade-in price for a particular vehicle.
new text end

new text begin (b) The auto show may permit:
new text end

new text begin (1) exhibitor staff to distribute business cards, coupons, vehicle promotional materials,
and factory-approved rebates;
new text end

new text begin (2) exhibitor staff to make appointments for potential customers to visit the dealership,
collect names of customer leads for later contact, and discuss the suggested retail price of
a vehicle and the availability of particular lines of vehicles; and
new text end

new text begin (3) test rides or test drives of new vehicles but only under a program conducted by the
auto show.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end