Louisiana Revised Statutes 32:1270.28 – Succession; right of first refusal; recreational vehicle dealer
Terms Used In Louisiana Revised Statutes 32:1270.28
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Dealer: means a person who holds a license from the commission authorized by the manufacturer to service the items in a recreational vehicle warranted by the manufacturer, who is actively engaged in the business of buying, selling, or exchanging new recreational vehicles at retail, and who has an established place of business. See Louisiana Revised Statutes 32:1270.32
- Designated successor: means the spouse, child, grandchild, parent, brother, or sister, of a dealer who, in the case of a deceased dealer, is entitled to inherit the dealer's ownership interest in the dealership under the terms of the dealer's will; the spouse, or other person who has otherwise been designated in writing by a deceased dealer to succeed him in the motor vehicle dealership, such designation having been furnished to the manufacturer; or the spouse, or other person who, under the laws of intestate succession of this state is entitled to inherit the interest; or who, in the case of an incapacitated dealer, has been appointed by a court in a proceeding interdicting the dealer as the legal representative of the dealer's property. See Louisiana Revised Statutes 32:1252
- Franchise: means any written contract or selling agreement between a motor vehicle or recreational products dealer, a motor vehicle lessor, or a specialty vehicle dealer and a manufacturer, motor vehicle lessor franchisor, or converter of a new motor vehicle or specialty vehicle or its distributor or factory branch by which the motor vehicle or recreational products dealer, motor vehicle lessor, or specialty vehicle dealer is authorized to engage in the business of selling or leasing the specific makes, models, or classifications of new motor vehicles, recreational products, or specialty vehicles marketed or leased by the manufacturer, motor vehicle lessor franchisor, or converter and designated in the franchise agreement or any addendum thereto. See Louisiana Revised Statutes 32:1252
- Manufacturer: means any person, firm, association, corporation, or trust, resident or nonresident, who manufactures or assembles recreational vehicles or the chassis for recreational vehicles. See Louisiana Revised Statutes 32:1270.32
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: shall mean any natural or juridical person, firm, association, corporation, trust, partnership, limited liability partnership, professional liability corporation, or limited liability company or any other legal entity. See Louisiana Revised Statutes 32:1252
- recreational vehicle: includes a motor home, a travel trailer, a fifth-wheel travel trailer, a folding camper trailer, a slide-in truck camper, and a park model trailer. See Louisiana Revised Statutes 32:1270.32
- Recreational vehicle dealer: means any person who, for a commission or with intent to make a profit or gain of money or other thing of value, buys, sells, brokers, exchanges, auctions, offers, or attempts to negotiate a sale or exchange of an interest in recreational vehicles and who is engaged wholly or in part in the business of buying and selling recreational vehicles in the state of Louisiana and who holds a license as a recreational products dealer under the provisions of this Chapter. See Louisiana Revised Statutes 32:1252
- Vehicle: means any motor vehicle, specialty vehicle, or recreational product subject to regulation by this Chapter. See Louisiana Revised Statutes 32:1252
A.(1) The terms of the franchise notwithstanding, any recreational vehicle dealer may appoint by will, or other written instrument, a designated successor to succeed in the ownership interest of the recreational vehicle dealer in the dealership upon the death or incapacity of the recreational vehicle dealer.
(2) Unless good cause exists for refusal to honor the succession on the part of the manufacturer or distributor, any designated successor of a deceased or incapacitated recreational vehicle dealer of a dealership may succeed to the ownership of the dealership under the existing franchise if:
(a) The designated successor gives the manufacturer or distributor written notice of his intention to succeed to the ownership of the recreational vehicle dealer within sixty days of the recreational vehicle dealer’s death or incapacity.
(b) The designated successor agrees to be bound by all the terms and conditions of the franchise.
(3) The manufacturer or distributor may request, and the designated successor shall provide, promptly upon such request, personal and financial data reasonably necessary to determine whether the succession should be honored.
(4) If a manufacturer or distributor believes that good cause exists for refusing to honor the succession of a deceased or incapacitated recreational vehicle dealer, the manufacturer or distributor may, not more than sixty days following receipt of notice of the designated successor’s intent to succeed and receipt of such personal or financial data, serve upon the designated successor notice of its refusal to honor the succession and of its intent to discontinue the existing franchise with the dealer not earlier than six months from the date such notice is served.
(5) The notice must state the specific grounds for the refusal to honor the succession.
(6) If notice of refusal and discontinuance is not timely served upon the designated successor, the franchise shall continue in effect subject to termination only as otherwise permitted by this Chapter.
(7) In determining whether good cause for the refusal to honor the succession exists, the manufacturer or distributor has the burden of proving that the designated successor is not of good moral character or does not otherwise meet the manufacturer’s or distributor’s reasonable standards as a franchisee.
(8) If a manufacturer or distributor refuses to honor the succession to the ownership interest of a deceased or incapacitated owner for good cause, then and in such event:
(a) The manufacturer or distributor shall allow the designated successor a reasonable period of time which shall not be less than six months in which to consummate a sale of the dealership. Any such sale shall be subject to La. Rev. Stat. 32:1270.20(1)(d).
(b) Upon termination of the franchise pursuant to such refusal, the provisions of La. Rev. Stat. 32:1270.29 shall apply.
B. In the event of a proposed sale or transfer of a recreational vehicle dealership and if the franchise agreement has a right of first refusal in favor of the manufacturer or distributor, then, notwithstanding the terms of the franchise agreement, the manufacturer or distributor shall be permitted to exercise a right of first refusal to acquire the recreational vehicle dealer’s assets or ownership if all of the following requirements are met:
(1) In order to exercise its right of first refusal, the manufacturer or distributor shall notify the recreational vehicle dealer in writing within sixty days of his receipt of the completed proposal for the proposed sale or transfer and all related agreements.
(2) The applicability of La. Rev. Stat. 32:1270.20(1)(l) shall not be expanded or changed.
(3) The exercise of the right of first refusal will result in the recreational vehicle dealer receiving the same or greater consideration as he has contracted to receive in connection with the proposed change of ownership or transfer.
(4) The proposed sale or transfer of the dealership’s assets does not involve the transfer or sale to a member or members of the family of one or more recreational vehicle dealers, or to a qualified manager with at least two years management experience at the dealership of one or more of these recreational vehicle dealers, or to a partnership or corporation controlled by such persons.
(5)(a) The manufacturer or distributor agrees to pay the reasonable expenses, including attorney fees which do not exceed the usual, customary, and reasonable fees charged for similar work done for other clients, incurred by the proposed owner or transferee prior to the manufacturer’s or distributor’s exercise of its right of first refusal in negotiating and implementing the contract for the proposed sale or transfer of the dealership or dealership assets. Such expenses and attorney fees shall be paid to the proposed new owner or transferee at the time of closing of the sale or transfer for which the manufacturer or distributor exercised its right of first refusal.
(b) No payment of such expenses and attorney fees shall be required if the new owner or transferee has not submitted or caused to be submitted an accounting of those expenses within thirty days of the recreational vehicle dealer’s receipt of the manufacturer’s or distributor’s written request for such an accounting. A manufacturer or distributor may request such accounting before exercising his right of first refusal.
(6) The recreational vehicle dealer shall not have any liability to any person as a result of a manufacturer’s exercising its right of first refusal and the manufacturer or distributor shall assume the defense of the selling dealer for any claim by the proposed owner or transferee arising from the exercise of the right of first refusal.
Acts 2012, No. 326, §1.