ORS 650.162
Transfer, assignment or sale of interest in dealership or franchise

  • notices
  • approval of franchisor
  • right of first refusal

(1)

To transfer, assign or sell the ownership or management, or any interest in the ownership or management, of a dealer, dealership or franchise, the dealer shall notify the franchisor of the decision to transfer, assign or sell. The notice shall include completed application forms and related information generally used by the manufacturer, distributor or importer to conduct a review of transfers, assignments or sales and a copy of all agreements regarding the transfer, assignment or sale.

(2)

Within 60 days of receiving notice sent under subsection (1) of this section, a franchisor shall send a notice by certified mail to the dealer. The notice sent under this subsection shall specify approval or disapproval of the transfer, assignment or sale. If the transfer, assignment or sale is disapproved, the notice shall set forth material reasons for the disapproval.

(3)

A manufacturer, distributor or importer may not unreasonably withhold approval of a transfer, assignment or sale. It is unreasonable for a manufacturer, distributor or importer to reject a prospective transferee, assignee or buyer who is of good moral character and who otherwise meets the manufacturer’s, distributor’s or importer’s written and reasonable standards or qualifications relating to the prospective transferee’s, assignee’s or buyer’s:

(a)

Business experience and performance; and

(b)

Financial qualifications.

(4)

If the manufacturer, distributor or importer does not respond within 60 days of receiving a notice sent under subsection (1) of this section, the transfer, assignment or sale shall be considered approved and shall take effect.

(5)

A manufacturer, distributor or importer may exercise a right of first refusal if the right is included in the franchise agreement, the transfer, assignment or sale consists of more than 50 percent of the dealer’s ownership of the franchise and all of the following requirements are met:

(a)

The manufacturer, distributor or importer sends a notice by certified mail to the dealer within 60 days of receiving a notice under subsection (1) of this section specifying that the franchisor is exercising a right of first refusal.

(b)

The exercise of the right of first refusal will result in the dealer and any owner of the dealer receiving consideration, terms and conditions that are either the same as or better than those contracted to receive under the transfer, assignment or sale.

(c)

The transferee, assignee or buyer is not any of the following:

(A)

Any of the following family members of any owner of the dealer:
(i)
A spouse;
(ii)
A child or stepchild;
(iii)
A grandchild or stepgrandchild;
(iv)
The spouse of a child, stepchild, grandchild or stepgrandchild;
(v)
A brother or sister or a stepbrother or stepsister; or
(vi)
A parent or stepparent;

(B)

A manager employed by the dealer who is otherwise qualified to be a dealer;

(C)

A partnership or corporation controlled by any of the family members listed in paragraph (c)(A) of this subsection; or

(D)

A trust established or to be established:
(i)
For the purposes of allowing the transferee, assignee or buyer to continue to qualify as such under the manufacturer’s, distributor’s or importer’s standards; or
(ii)
To provide for the succession of the franchise to qualified designated family members or a qualified manager in the event of the death or incapacity of the dealer.

(d)

The manufacturer, distributor or importer pays the reasonable expenses, including attorney fees, that are incurred by the transferee, assignee or buyer before the manufacturer, distributor or importer exercises a right of first refusal. A manufacturer, distributor or importer may require the transferee, assignee or buyer to provide an accounting of expenses incurred prior to issuing payment. [1999 c.660 §9]

Source: Section 650.162 — Transfer, assignment or sale of interest in dealership or franchise; notices; approval of franchisor; right of first refusal, https://www.­oregonlegislature.­gov/bills_laws/ors/ors650.­html.

650.005
Definitions for ORS 650.005 to 650.100
650.010
Franchise sellers required to maintain books and records
650.015
When franchise sale or offer for sale is made in this state
650.020
Liability of franchise seller
650.050
Rules
650.055
General duties and powers of director
650.057
Orders issued under ORS 650.055
650.060
Investigative powers of director
650.065
Injunctive relief
650.070
Director as agent for service of process
650.075
Manner of executing service of process
650.080
When personal service of process required
650.085
Other civil or criminal remedies unaffected
650.095
Civil penalties
650.100
Disposition of civil penalties
650.120
Definitions for ORS 650.120 to 650.170
650.123
Use of protected dealer data
650.130
Prohibited conduct by manufacturer, distributor or importer
650.132
Prohibition of coerced sales of extended service contracts, extended maintenance plans or guaranteed asset protection waivers
650.133
Constructing, altering or remodeling dealer facility
650.140
Good cause required to terminate dealer franchise
650.145
Compensation due dealer upon termination of franchise
650.150
Enjoining establishment of certain franchises or relocation of existing dealership in same market area
650.153
Liability of franchisor for repair of motor vehicle that becomes inoperative prior to sale to consumer
650.155
Liability of manufacturer for damages to vehicles before delivery to carrier
650.158
Predelivery preparation and warranty service
650.161
Compensation for repairs to vehicles subject to recall
650.162
Transfer, assignment or sale of interest in dealership or franchise
650.165
Prohibited franchise conditions
650.167
Violation of ORS 650.140 or 650.150 as irreparable injury
650.170
Dealer’s remedy
650.200
Definitions for ORS 650.200 to 650.250
650.205
Prohibited conduct by franchisor
650.210
Rights and prohibitions governing relationship between franchisor and franchisee
650.215
Prohibited conduct in offer, sale or purchase of franchise
650.220
Consent of franchisor to sale, assignment or transfer of franchise
650.225
Death of franchisee
650.230
Transfer of franchise to corporation in which franchisee has controlling interest
650.235
Franchisor prohibited from requiring operation of service station in excess of 16 hours per day
650.240
When transfer of motor fuel a sale in commerce
650.245
Principle of good faith
650.250
Injunctive relief or damages
650.300
Definitions for ORS 650.300 to 650.480
650.310
Good cause
650.320
Dealership agreement
650.330
Comparable terms and conditions
650.340
Termination, cancellation or failure to renew
650.350
Dealer’s rights upon termination, cancellation or failure to renew
650.360
Coercion prohibited
650.370
Transfer by dealer
650.380
Dealer’s successor
650.390
Dealer compensation for warranty service
650.400
Recalls
650.410
Dealer’s warranty obligations
650.420
Required disclosures
650.430
Damaged or defective vehicles
650.440
Grantor’s ownership, operation or control of dealership
650.450
Indemnification
650.460
Indemnification
650.470
Remedies
650.480
Remedies
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