32A-11a-104 (Repealed 07/01/11) - Notice of termination.
32A-11a-104 (Repealed 07/01/11). Notice of termination.
(1) Except as provided in Subsection (3), a terminating party may not take an actiondescribed in Subsection 32A-11a-103(1) unless the terminating party provides prior notificationin accordance with Subsection (2) to the affected party.
(2) The notification required under Subsection (1) shall:
(a) be in writing;
(b) be mailed by registered mail, return receipt requested, to the affected party not lessthan 90 days before the date on which the distributorship agreement will be terminated or notrenewed;
(c) state the intention to terminate or not renew;
(d) state the reasons for the termination or nonrenewal; and
(e) state the date, not less than 90 days from the date of mailing, on which thetermination or nonrenewal shall take effect if the reasons for the action are not eliminated by thatdate.
(3) A supplier or wholesaler may take an action described in Subsection 32A-11a-103(1)without furnishing any prior notification if:
(a) the affected party is insolvent, bankrupt, in dissolution, or in liquidation;
(b) the affected party makes an assignment for the benefit of creditors or similardisposition of substantially all of the assets of the affected party's business;
(c) the affected party or a person owning more than 10% of the stock or other ownershipinterest in the affected party:
(i) is convicted of, pleads guilty to, or pleads no contest to a felony under the laws of theUnited States or this state that in the reasonable, good faith judgment of the terminating partymaterially and adversely affects the good will or business of the terminating party;
(ii) has its license or permit revoked or suspended for a period of 31 days or more; or
(iii) engages in intentional fraudulent conduct in its dealings with the terminating partythat in the reasonable, good faith judgment of the terminating party materially and adverselyaffects the good will or business of the terminating party.
(4) Subsection (3)(c)(iii) does not apply to conduct by a non-owner employee orrepresentative of the affected party if the conduct occurred without the prior knowledge orconsent of an owner of the affected party.
(5) Notwithstanding Subsection (3)(c)(i), a supplier may not take an action underSubsection (3)(c)(i) because of a conviction or plea by an owner of the affected party, if:
(a) any other approved owner of the affected party purchases the ownership interest ofthe offending owner;
(b) the offending owner was not materially involved in the management of the affectedparty; and
(c) the purchase described in Subsection (5)(a) is completed within 90 days after theconviction or plea.
Repealed by Chapter 276, 2010 General Session
Enacted by Chapter 328, 1998 General Session