46.2-1993.68 - Manufacturer or distributor right of first refusal.
§ 46.2-1993.68. Manufacturer or distributor right of first refusal.
Notwithstanding the terms of any franchise agreement, in the event of aproposed sale or transfer of a dealership, the manufacturer or distributorshall be permitted to exercise a right of first refusal to acquire the newmotorcycle dealer's assets or ownership, if such sale or transfer isconditioned upon the manufacturer's or dealer's entering into a dealeragreement with the proposed new owner or transferee, only if all thefollowing requirements are met:
1. To exercise its right of first refusal, the manufacturer or distributormust notify the dealer in writing within forty-five days of its receipt ofthe completed proposal for the proposed sale or transfer;
2. The exercise of the right of first refusal will result in the dealer's anddealer's owner's receiving the same or greater consideration as they havecontracted to receive in connection with the proposed change of ownership ortransfer;
3. The proposed sale or transfer of the dealership's assets does not involvethe transfer or sale to a member or members of the family of one or moredealer owners, or to a qualified manager or a partnership or corporationcontrolled by such persons; and
4. The manufacturer or distributor agrees to pay the reasonable expenses,including attorney's fees which do not exceed the usual, customary, andreasonable fees charged for similar work done for other clients, incurred bythe proposed new owner and transferee prior to the manufacturer's ordistributor's exercise of its right of first refusal in negotiating andimplementing the contract for the proposed sale or transfer of the dealershipor dealership assets. Notwithstanding the foregoing, no payment of suchexpenses and attorney's fees shall be required if the dealer has notsubmitted or caused to be submitted an accounting of those expenses withinthirty days of the dealer's receipt of the manufacturer's or distributor'swritten request for such an accounting. Such accounting may be requested by amanufacturer or distributor before exercising its right of first refusal.
(1996, cc. 1043, 1052.)