Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
Franchisee: means a person with whom a franchisor has agreed or permitted, in writing or in practice, to purchase, sell, or offer for sale new motor vehicles manufactured, produced, represented, or distributed by the franchisor. See Utah Code 13-14-102
Franchisor: means a person who has, in writing or in practice, agreed with or permits a franchisee to purchase, sell, or offer for sale new motor vehicles manufactured, produced, assembled, represented, or distributed by the franchisor, and includes:
(a)
the manufacturer, producer, assembler, or distributor of the new motor vehicles;
(b)
an intermediate distributor; and
(c)
an agent, officer, or field or area representative of the franchisor. See Utah Code 13-14-102
Lien: A claim against real or personal property in satisfaction of a debt.
Line-make: means :
(a)
for other than a recreational vehicle, the motor vehicles that are offered for sale, lease, or distribution under a common name, trademark, service mark, or brand name of the franchisor; or
(b)
for a recreational vehicle, a specific series of recreational vehicle product that:
(i)
is identified by a common series trade name or trademark;
(ii)
is targeted to a particular market segment, as determined by decor, features, equipment, size, weight, and price range;
(iii)
has a length and floor plan that distinguish the recreational vehicle from other recreational vehicles with substantially the same decor, features, equipment, size, weight, and price;
(iv)
belongs to a single, distinct classification of recreational vehicle product type having a substantial degree of commonality in the construction of the chassis, frame, and body; and
Site-control agreement: means an agreement, however denominated and regardless of the agreement's form or of the parties to the agreement, that has the effect of:
(a)
controlling in any way the use and development of the premises upon which a franchisee's business operations are located;
(b)
requiring a franchisee to establish or maintain an exclusive dealership facility on the premises upon which the franchisee's business operations are located; or
(c)
restricting the ability of the franchisee or, if the franchisee leases the dealership premises, the franchisee's lessor to transfer, sell, lease, develop, redevelop, or change the use of some or all of the dealership premises, whether by sublease, lease, collateral pledge of lease, right of first refusal to purchase or lease, option to purchase or lease, or any similar arrangement. See Utah Code 13-14-102
(a)
may be voluntarily terminated by a franchisee, subject to Subsection (2)(a); and
(b)
terminates immediately upon:
(i)
a franchisor‘s sale, assignment, or other transfer of the right to manufacture or distribute the line-make of vehicles covered by the franchisee’s franchise;
(ii)
a franchisor’s ceasing to manufacture or distribute the line-make of vehicles covered by the franchisee’s franchise;
(iii)
a franchisor’s termination of a franchisee’s franchise without cause and against the franchisee’s will; or
(iv)
the failure of the franchisor or its affiliate to exercise a right of first refusal to purchase the assets or ownership of the franchisee’s business when given the opportunity to do so under the franchise or other agreement, subject to the repayment requirements of Subsection (2) if the right of first refusal arises because of the voluntary action of the franchisee.
(2)
(a)
If a franchisee voluntarily terminates a site-control agreement after the franchisor has paid and the franchisee or other recipient has accepted additional specified cash consideration, the site-control agreement remains valid only until the franchisee or other recipient satisfies the repayment terms specified in Subsection (2)(b).
(b)
(i)
If the franchisor’s additional specified cash consideration was used for the construction of a building or improvement on the property that is the subject of the site-control agreement, the amount of the repayment under Subsection (2)(a):
(A)
is based on any repayment terms specified in the site-control agreement, if the parties to the site-control agreement have willingly agreed to the terms; and
(B)
may not exceed the market value of the portion of the building or improvement constructed with the additional specified cash consideration paid by the franchisor, after allowing for depreciation based on a market-based depreciation schedule, as determined by an independent appraiser at the request of the franchisee or other recipient.
(ii)
If the franchisor’s additional specified cash consideration was not used for construction of a building or improvement on the property that is the subject of the site-control agreement, the amount of the repayment under Subsection (2)(a) is an equitable portion of the cash consideration, as determined under any terms specified in the site-control agreement for the equitable repayment following a franchisee’s voluntary termination of the agreement.
(c)
Immediately upon the repayment under Subsection (2)(b):
(i)
the site-control agreement is terminated; and
(ii)
the franchisor or other party that is the beneficiary under the site-control agreement shall prepare and deliver to the franchisee a recordable notice of termination of:
(A)
the site-control agreement; and
(B)
any lien or encumbrance arising because of the site-control agreement and previously recorded against the property that is the subject of the site-control agreement.
