2006 Minnesota Statutes

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; 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;
(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
(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.
History: 1981 c 59 s 13; 1985 c 34 s 4; 1991 c 69 s 5