To repeal sections 301.550, 301.559, 407.810, 407.815, 407.825, 407.830 and 407.835, RSMo 1994, relating to motor vehicle franchise practices, and to enact in lieu thereof thirteen new sections relating to the same subject, with penalty provisions.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF MISSOURI,

AS FOLLOWS:

Section A. Sections 301.550, 301.559, 407.810, 407.815, 407.825, 407.830 and 407.835, RSMo 1994, are repealed and thirteen new sections enacted in lieu thereof, to be known as sections 301.550, 301.559, 407.810, 407.811, 407.812, 407.815, 407.821, 407.822, 407.825, 407.830, 407.835, 407.836 and 621.053, to read as follows:

301.550. 1. The definitions contained in section 301.010 shall apply to sections 301.550 to 301.572, and in addition as used in sections 301.550 to 301.572, the following terms mean:

(1) ["Boat dealer", any natural person, partnership, or corporation who, for a commission or with an intent to make a profit or gain of money or other thing of value, sells, barters, exchanges, leases or rents with the option to purchase, offers, attempts to sell, or negotiates the sale of any vessel or vessel trailer, whether or not the vessel or vessel trailer is owned by such person. The sale of six or more vessels or vessel trailers or both in any calendar year shall be required as evidence that such person is eligible for licensure as a boat dealer under sections 301.550 to 301.572. The boat dealer shall demonstrate eligibility for renewal of his license by selling six or more vessels or vessel trailers or both in the prior calendar year while licensed as a boat dealer pursuant to sections 301.550 to 301.572;

(2)] "Boat manufacturer", any person engaged in the manufacturing, assembling or modification of new vessels or vessel trcilers as a regular business, including a person, partnership or corporation which acts for and is under the control of a manufacturer or assembly in connection with the distribution of vessels or vessel trailers;

[(3)] (2) "Commission", the Missouri motor vehicle commission;

(3) "Distributor", any person who distributes or sells new motor vehicles, boats or vessels to franchised dealers and who is not a manufacturer;

(4) "Manufacturer", any person engaged in the manufacturing, assembling or modification of new motor vehicles or trailers as a regular business, including a person, partnership or corporation which acts for and is under the control of a manufacturer or assembly in connection with the distribution of motor vehicles or accessories for motor vehicles;

(5) "Motor vehicle, boat or vessel auction", any person, firm or corporation who takes possession of a motor vehicle, boat or vessel whether by consignment, bailment or any other arrangement, except by title, for the purpose of selling motor vehicles, boats or vessels at a public and wholesale auction by a licensed auctioneer;

(6) "Motor vehicle, boat or vessel broker", a person who holds himself out through solicitation, advertisement, or otherwise as one who offers to arrange a transaction involving the sale of a motor vehicle, boat or vessel, and who is not:

(a) A dealer, or any agent, or any employee of a dealer when acting on behalf of a dealer;

(b) A manufacturer, or any agent, or employee of a manufacturer when acting on behalf of a manufacturer;

(c) The owner of the vehicle, boat or vessel involved in the transaction; or

(d) A motor vehicle, boat or vessel auction where buyers are licensed dealers in this or any other jurisdiction;

(7) "Motor vehicle, boat or vessel dealer" or "dealer", any person who, for commission or with an intent to make a profit or gain of money or other thing of value, sells, barters, exchanges, leases or rents with the option to purchase, or who offers or attempts to sell or negotiates the sale of motor vehicles or trailers whether or not the motor vehicles, boats, vessels, vessel trailers or trailers are owned by such person; provided, however, a motor vehicle, boat or vessel auction, individual auctioneer or auction conducted by an auctioneer licensed pursuant to chapter 343, RSMo, shall not be included within the definition of a motor vehicle, boat or vessel dealer. The sale of six or more motor vehicles or trailers, boats, vessels or vessel trailers in any calendar year shall be required as evidence that such person is engaged in the motor vehicle, boat or vessel business and is eligible for licensure as a motor vehicle, boat or vessel dealer under sections 301.550 to 301.572. The boat or vessel dealer shall demonstrate eligibility for renewal of his license by selling six or more vessels or vessel trailers or both in the prior calendar year while licensed as a boat or vessel dealer pursuant to sections 301.550 to 301.572;

(8) "New motor vehicle, boat or vessel", any motor vehicle, boat or vessel being transferred for the first time from a manufacturer, distributor or new vehicle, boat or vessel dealer which has not been registered or titled in this state or any other state and which is offered for sale, barter or exchange by a dealer who is franchised to sell, barter or exchange that particular make of motor vehicle, boat or vessel. The [term] terms "new motor vehicle", "new boat" and "new vessel" shall not include manufactured homes, as defined in section 700.010, RSMo;

(9) "New motor vehicle, boat or vessel franchise dealer", any motor vehicle, boat or vessel dealer who has been franchised to deal in a certain make of motor vehicle, boat or vessel by the manufacturer or distributor of that make and motor vehicle, boat or vessel and who may, in line with conducting his business as a franchise dealer, sell, barter or exchange used motor vehicles, boats or vessels;

(10) "Person" includes an individual, a partnership, corporation, an unincorporated society or association, joint venture or any other entity;

(11) "Representative", any person who is or acts as an agent, employee or representative of a manufacturer or distributor who performs any duties in this state relating to promoting the distribution or sale of new motor vehicles or new boats or new vessels or contacts dealers in this state on behalf of a manufacturer or distributor;

[(11)] (12) "Storage lot", an area, within the same city or county where a dealer may store excess vehicle inventory;

[(12)] (13) "Used motor vehicle, or used boat or vessel", any motor vehicle, boat or vessel which is not a new motor vehicle, boat or vessel, as defined in sections 301.550 to 301.572, and which has been sold, bartered, exchanged or given away or which may have had a title issued in this state or any other state, or a motor vehicle, boat or vessel so used as to be what is commonly known as a secondhand motor vehicle, boat or vessel. In the event of an assignment of the statement of origin from an original franchise dealer to any individual or other motor vehicle, boat or vessel dealer other than a new motor vehicle, boat or vessel franchise dealer of the same make, the vehicle, boat or vessel so assigned shall be deemed to be a used motor vehicle, boat or vessel and a certificate of ownership shall be obtained in the assignee's name. The [term] terms "used motor vehicle", "used boat", or "used vessel" shall not include manufactured homes, as defined in section 700.010, RSMo;

[(13)] (14) "Used motor vehicle, boat or vessel dealer", any motor vehicle, boat or vessel dealer who is not a new motor vehicle, boat or vessel franchise dealer;

[(14)] (15) "Vessel", every boat and watercraft defined as a vessel in section 306.010, RSMo;

[(15)] (16) "Vessel trailer", any trailer, as defined by section 301.010 which is designed and manufactured for the purposes of transporting vessels;

[(16)] (17) "Wholesale motor vehicle, boat or vessel dealer", a motor vehicle, boat or vessel dealer who sells motor vehicles, boats or vessels only to other new motor vehicle, boat or vessel franchise dealers or used motor vehicle, boat or vessel dealers or via auctions limited to other dealers of any class.

2. For purposes of sections 301.550 to 301.572, neither the term "motor vehicle" nor the term "trailer" shall include manufactured homes, as defined in section 700.010, RSMo.

3. Dealers shall be divided into classes as follows:

(1) Boat or vessel dealers;

(2) Franchised new motor vehicle, boat or vessel dealers;

(3) Used motor vehicle, boat or vessel dealers;

(4) Wholesale motor vehicle, boat or vessel dealers;

(5) Recreational motor vehicle dealers;

(6) Historic motor vehicle dealers;

(7) Classic motor vehicle dealers; and

(8) Motorcycle dealers.

301.559. 1. It shall be unlawful for any person to engage in business as or act as a motor vehicle dealer, boat or vessel dealer, manufacturer, distributor, representative or boat manufacturer without first obtaining a license from the commission as required in sections 301.550 to 301.572. Any person who maintains or operates any business wherein a license is required pursuant to the provisions of sections 301.550 to 301.572, without such license, is guilty of a class A misdemeanor. Any person committing a second violation of sections 301.550 to 301.572 shall be guilty of a class D felony.

2. All dealer licenses shall expire on December thirty-first of each year. The commission shall notify each person licensed under sections 301.550 to 301.572 of the date of license expiration and the amount of the fee required for fee renewal. The notice shall be mailed at least ninety days before the date of license expiration to the licensee's last known business address.

3. Every manufacturer, distributor, representative, boat manufacturer, motor vehicle dealer or boat or vessel dealer shall make application to the commission for issuance of a license. The application shall be on forms prescribed by the commission and be issued under the terms and provisions of sections 301.550 to 301.572 and require all applicants, as a condition precedent to the issuance of a license, to provide such information as the commission may deem necessary to determine that the applicant is a bona fide manufacturer, distributor, representative, boat manufacturer, motor vehicle dealer or boat or vessel dealer [and], of good moral character, and, in the case of a manufacturer, distributor or representative, has adequate financial resources, business integrity and experience, facilities and personnel for serving franchised dealers and such other information as the commission considers to be pertinent to safeguard the public interest and welfare except that every application for a license shall contain, in addition to such information as the commission may require, a statement to the following facts:

(1) The name and business address, not a post office box, of the applicant and the fictitious name, if any, under which he intends to conduct his business; and if the applicant be a partnership, the name and residence address of each partner, an indication of whether the partner is a limited or general partner and the name under which the partnership business is to be conducted. In the event that the applicant is a corporation, the application shall list the names of the principal officers of the corporation and the state in which it is incorporated. Each application shall be verified by the oath or affirmation of the applicant, if an individual, or in the event an applicant is a partnership or corporation, then by a partner or officer;

(2) Whether the application is being made for registration as a manufacturer, distributor, representative, boat manufacturer, new motor vehicle, boat or vessel franchise dealer, used motor vehicle, boat or vessel dealer, or wholesale motor vehicle, boat or vessel dealer [or boat dealer];

(3) When the application is for a new motor vehicle, boat or vessel franchise dealer, the application shall be accompanied by a copy of the franchise agreement in the registered name of the dealership setting out the appointment of the applicant as a franchise holder and it shall be signed by the manufacturer, or his authorized agent, or the distributor, or his authorized agent, and shall include a description of the make of all motor vehicles, boats or vessels covered by the franchise. The commission shall not require a copy of the franchise agreement to be submitted with each renewal application unless the applicant is now the holder of a franchise from a different manufacturer or distributor from that previously filed, or unless a new term of agreement has been entered into.

4. An applicant for a manufacturer's license shall furnish a list of all distributors, representatives acting for applicant, and all dealers franchised to sell the applicant's products in this state and their respective locations. All applicants for manufacturers' licenses and all licensed manufacturers shall thereafter advise the commission within fifteen days of any change in their list of distributors, representatives, and franchised dealers. This information shall become part of the application.

5. Each application for a manufacturer's license shall include an instrument setting forth the terms and conditions of all warranty agreements in force and effect on the products it sells in this state so that the commission may ascertain the degree of protection afforded the retail purchasers of its products and the obligations of its franchised dealers in connection with such products as well as the basis for compensating its franchised dealers for labor, parts and other expenses incurred in connection with such manufacturer's warranty agreements. Each application shall include a statement regarding the manufacturer's compliance with this section. In addition, each manufacturer's license application shall specify the delivery and preparation obligation of its franchised dealers prior to delivery of a new motor vehicle to a retail purchaser and the schedule of compensation to be paid to its franchised dealers for the work and service performed by them in connection with such delivery.

6. An application for a distributor's license shall disclose the manufacturer for whom the distributor will act, whether the manufacturer is licensed in this state, the warranty covering the vehicles to be sold, the persons in this state who will be responsible for compliance with that warranty, and the terms of the contract under which the distributor will act for a manufacturer. A distributor's license application must disclose the franchised dealers with whom the distributor will do business. If the distributor is to have any responsibility for warranties, the distributor shall furnish the same information pertaining to such warranties as is required of a manufacturer. The Commission shall be advised of any change in any such information within fifteen days from the date of such change and any new information shall become part of the application.

[4.] 7. No insurance company, finance company, credit union, savings and loan association, bank or trust company shall be required to obtain a license from the commission in order to sell any motor vehicle, trailer, boat, vessel trailer or vessel repossessed or purchased by the company on the basis of total destruction or theft thereof when the sale of the motor vehicle, trailer, boat, vessel trailer or vessel is in conformance with applicable title and registration laws of this state.

407.810. Sections 407.810 to [407.835] 407.836 shall be known and may be cited as the "Motor Vehicle Franchise Practices Act".

407.811. The distribution and sale of motor vehicles in this state vitally affects the general economy of the state and the public interest and welfare of the citizens. It is the policy of this state and the purposes of this act to exercise the state's police power to insure a sound system of distributing and selling new motor vehicles through licensing and regulating manufacturers, distributors, converters, and dealers of those vehicles, and enforcing this act as to other persons, in order to provide for compliance with manufacturer's warranties, and to prevent frauds, unfair practices, discriminations, impositions, and other abuses of our citizens.

407.812. The provisions of this act are severable and if any phrase, clause, sentence, or provision of this act is declared to be contrary to the constitution of this state, or of the United States or the applicability thereof to any person or circumstance is held invalid, the validity of the remainder of this act and the applicability thereof to any person or circumstance is not affected thereby. An agreement to waive the terms of this act is void and unenforceable.

407.815. As used in sections 407.810 to 407.836, the following terms mean:

(1) "Administrative hearing commission", the body established by the legislature in chapter 621, RSMo, to conduct administrative hearings;

(2) "Dealer" or "motor vehicle dealer", any person licensed by the motor vehicle commission pursuant to sections 301.550 to 301.572, RSMo, and who, for commission or with an intent to make a profit or gain of money or other thing of value, sells, barters, exchanges, leases or rents with the option to purchase, or who offers or attempts to sell or negotiates the sale of motor vehicle whether or not the motor vehicles are owned by such person;

(3) "Dealership", the physical premises and business facilities on which a franchised dealer operates his business, including the sale and repair of motor vehicles. The term includes premises or facilities at which a person engages only in the repair of motor vehicles if repairs are performed pursuant to the terms of a franchise and motor vehicle manufacturer's warranty;

(4) "Distributor", any person who distributes or sells new motor vehicles to franchised dealers and who is not a manufacturer;

(5) "Franchise", a written arrangement or contract for a definite or indefinite period, in which a person grants to another person a license to use, or the right to grant to others a license to use, a trade name, trademark, service mark, or related characteristics, in which there is a community of interest in the marketing of goods or services, or both, at wholesale or retail, by agreement, lease or otherwise, and in which the operation of the franchisee's business with respect to such franchise is substantially reliant on the franchisor for the continued supply of franchised new motor vehicles, parts and accessories for sale at wholesale or retail. The term includes a written communication from a franchisor to a franchisee by which a duty is imposed on a franchisee;

(6) "Franchised dealer" or "new motor vehicle franchised dealer", any motor vehicle dealer who has been franchised to deal in a certain line-make of motor vehicle by the manufacturer or distributor of that line-make and motor vehicle and who may, in line with conducting his business as a franchise dealer, sell, barter or exchange used motor vehicles;

(7) "Franchisee", a person to whom a franchise is granted;

(8) "Franchisor", a person who grants a franchise to another person;

(9) "Manufacturer", any person who manufactures or assembles new motor vehicles either inside or outside this state;

(10) "Market study", any study or monitoring of market conditions conducted by a manufacturer or distributor which in any way affects a dealer's market representation;

(11) "Motor vehicle", any motor vehicle required to be registered under the provisions of chapter 301, RSMo, except for motorcycles as defined in section 301.010, RSMo;

(12) "Motor vehicle commission", the administrative agency established in chapter 301, RSMo, responsible for the licensing of all manufacturers and motor vehicle dealers;

(13) "New motor vehicle", any motor vehicle being transferred for the first time from a manufacturer, distributor or new vehicle dealer which has not been registered or titled in this state or any other state and which is offered for sale, barter or exchange by a dealer who is franchised to sell, barter or exchange that particular line-make of motor vehicle;

(14) "Person", an individual, partnership, corporation, unincorporated society or association, joint venture, trust, estate or any other legal entity;

(15) "Relevant market area" is defined as follows:

(a) If the population in the county in which the proposed new or relocated dealership is to be located is three hundred thousand or more, the relevant market area is the geographic area within a radius of twelve and one-half miles around the proposed site;

(b) If the population in the county in which the proposed new or relocated dealership is to be located is less than three hundred thousand, the relevant market area is the geographic area within a radius of twenty miles around the proposed site;

In determining population for this definition, the most recent census by the United States Bureau of Census or the most recent population update or other similar recognized source, shall be accumulated for all census tracts either wholly or partially within the relevant market area;

(16) "Representative", any person who is or acts as an agent, employee or representative of a manufacturer or distributor and who performs any duties in this state relating to promoting the distribution or sale of new motor vehicles or contacts dealers in this state on behalf of a manufacturer or distributor;

(17) "Warranty work", parts, labor, and any other expenses incurred by a franchised dealer in complying with the terms of a manufacturer's or distributor's warranty.

[407.815. As used in sections 407.810 to 407.835, unless the context otherwise requires:

(1) "Coerce" shall mean to force a person to act in a given manner or to compel by pressure or threat but shall not be construed to include the following:

(a) Good faith recommendations , exposition, argument, persuasion or attempts at persuasion;

(b) Notice given in good faith to any franchisee of said franchisee's violation of terms or provisions of such franchise or contractual agreement;

(c) Any other conduct set forth in section 407.830 as a defense to an action brought under sections 407.810 to 407.835; or

(d) Any other conduct set forth in sections 407.810 to 407.835 that is permitted of the franchisor or is expressly excluded from coercion or a violation of sections 407.810 to 407.835;

(2) "Franchise" means a written arrangement or contract for a definite or indefinite period, in which a person grants to another person a license to use, or the right to grant to others a license to use, a trade name, trademark, service mark, or related characteristics , in which there is a community of interest in the marketing of goods or services, or both, at wholesale or retail, by agreement, lease or otherwise, and in which the operation of the franchisee's business with respect to such franchise is substantially reliant on the franchisor for the continued supply of franchised new motor vehicles, parts and accessories for sale at wholesale or retail;

(3) "Franchisee" means a person to whom a franchise is granted;

(4) "Franchisor" means a person who grants a franchise to another person;

(5) "Motor vehicle" means any motor driven vehicle required to be registered under the provisions of chapter 301, RSMo;

(6) "New", when referring to motor vehicles or parts, means those motor vehicles or parts which have not been held except as inventory, as that term is defined in subdivision (4) of section 400.9-109, RSMo;

(7) "Person" means a sole proprietor, partnership, corporation, or any other form of business organization.]

407.821. It shall be unlawful for any franchised dealer to:

(1) Require a retail purchaser of a new motor vehicle as a condition of sale and delivery of such motor vehicle to purchase special features, equipment, parts, or accessories not ordered or desired by the purchaser, provided such features, equipment, parts, or accessories are not already installed on the new motor vehicle at the time of sale;

(2) Fail to perform the obligations placed on the selling franchised dealer in connection with the delivery and preparation of a new motor vehicle for retail sale as provided in the manufacturer's preparation and delivery agreements on file with the motor vehicle commission and applicable to such vehicle;

(3) Fail to perform the obligations placed on the franchised dealer in connection with the manufacturer's warranty agreements on file with the motor vehicle commission;

(4) Operate without appropriate signs readily and easily visible to the public, identifying the franchised dealer's place of business and the products the franchised dealer offers for sale. In the event of a conflict with another law or ordinance, this subdivision prevails, and in the event of a dispute, the motor vehicle commission has exclusive jurisdiction to determine whether a sign or signs are in compliance with the terms of this subdivision. In the event of a dispute, the motor vehicle commission shall uphold local ordinances of a home-rule city and protect franchised dealers from retribution by manufacturers or distributors for having complied with local ordinances.

407.822. No dealer may:

(1) Operate as a dealer without a currently valid license or general distinguishing number issued by the motor vehicle commission;

(2) Violate a rule of the motor vehicle commission; or

(3) Aid or abet a person who violates this act.

407.825. It is unlawful for any manufacturer, distributor, or representative to:

(1) Require or attempt to require any franchised dealer to order, accept delivery of or pay anything of value, directly or indirectly, for any motor vehicle, appliance, part, accessory or any other commodity unless voluntarily ordered or contracted for by such franchised dealer;

(2) Refuse or fail to deliver in reasonable quantities and within a reasonable time, to a franchised dealer having a franchise agreement for the retail sale of any motor vehicles sold or distributed by such manufacturer, distributor, or representative, any new motor vehicle, or parts or accessories to new motor vehicles as are covered by such franchise if such vehicles, parts or accessories are publicly advertised as being available for delivery or are actually being delivered; provided, however, this provision is not violated if such failure is caused by acts of God, work stoppage or delays due to strikes or labor disputes, freight embargoes or other causes beyond the control of the manufacturer, distributor, or representative;

(3) Notwithstanding the terms of any franchise agreement: (a) Terminate or refuse to continue any franchise with a franchised dealer or directly or indirectly force or attempt to force a franchised dealer to discontinue a line-make or parts or products related to that line-make unless all of the following conditions are met:

a. The franchised dealer and the motor vehicle commission have received written notice by registered or certified mail from the manufacturer, distributor, or representative not less than sixty days before the effective date of termination or noncontinuance which sets forth the specific grounds for termination or noncontinuance;

b. The written notice contains on the first page thereof a conspicuous statement which reads as follows: "NOTICE TO FRANCHISED DEALER: YOU MAY BE ENTITLED TO FILE A PROTEST WITH THE MISSOURI ADMINISTRATIVE HEARING COMMISSION IN JEFFERSON CITY, MISSOURI, AND HAVE A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED TERMINATION OR NONCONTINUANCE OF YOUR FRANCHISE UNDER THE TERMS OF THE MISSOURI MOTOR VEHICLE FRANCHISE PRACTICES ACT IF YOU OPPOSE THIS ACTION."; and

c. The manufacturer, distributor, or representative has received the informed, written consent of the affected franchised dealer or the appropriate period for the affected franchised dealer to protest the proposed franchise termination or noncontinuance has lapsed; or

d. If the affected franchised dealer files a protest with the administrative hearing commission within (l) sixty days after receiving its sixty day notice of proposed termination or noncontinuance; or (2) the time specified in such notice, whichever is greater, and the administrative hearing commission determines at a hearing that the party seeking to terminate or not continue a dealer's franchise has established by a preponderance of the evidence that there is good cause for the proposed termination or noncontinuance;

(b) Notwithstanding subparagraphs a. and d. of this paragraph, notice may be made not less than fifteen days prior to the effective date of termination or noncontinuance if a licensed franchised dealer fails to conduct its customary sales and service operations during its customary business hours for seven consecutive business days unless such failure is caused by an act of God, work stoppage or delays due to strikes or labor disputes, an order by the administrative hearing commission, or other causes beyond the control of the franchised dealer;

(c) Whenever a franchised dealer files a timely protest to a proposed franchise termination or noncontinuance, the administrative hearing commission shall notify the party seeking to terminate or not to continue the protesting franchised dealer's franchise that a timely protest has been filed, that a hearing is required in accordance with this act, and that the party who gave the franchised dealer notice of termination or noncontinuation of the franchise may not terminate or refuse to continue the franchise until the administrative hearing commission issues its final decision or order;

(d) If a franchise is terminated or not continued, another franchise in the same line-make will be established within a reasonable time unless it is shown to the administrative hearing commission by a preponderance of the evidence that the community or trade area cannot reasonably support such a dealership. If this showing is made, no franchised dealer license shall be thereafter issued in the same area unless a potential franchised dealer demonstrates a change in circumstances that supports the issuance of such a license;

(4) Notwithstanding the terms of any franchise agreement, modify or replace a franchise with a succeeding franchise if the modification or replacement would adversely affect, to a substantial degree, the franchised dealer's sales, investment, or obligations to provide service to the public, unless the manufacturer, distributor, or representative has first given the motor vehicle commission and each affected franchised dealer written notice by registered or certified mail of any such action sixty days in advance of the modification or replacement. The written notice shall contain on the first page thereof a conspicuous statement which reads as follows: "NOTICE TO FRANCHISED DEALER: YOU MAY BE ENTITLED TO FILE A PROTEST WITH THE MISSOURI ADMINISTRATIVE HEARING COMMISSION IN JEFFERSON CITY, MISSOURI, AND HAVE A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED MODIFICATION OR REPLACEMENT OF YOUR FRANCHISE WITH A SUCCEEDING FRANCHISE UNDER THE TERMS OF THE MISSOURI MOTOR VEHICLE FRANCHISE PRACTICES ACT IF YOU OPPOSE THIS ACTION." Within (1) sixty days after receipt of such notice; or (2) the time specified in such notice, whichever is greater, a franchised dealer may file a protest with the administrative hearing commission and the modification or replacement shall not become effective unless and until the administrative hearing commission determines that the party seeking to modify or replace a franchise with a succeeding franchise has demonstrated by a preponderance of the evidence that there is good cause for the modification or replacement. The prior franchise shall continue in effect until the protest is resolved by the administrative hearing commission;

(5) Notwithstanding the terms of any franchise agreement:

(a) Constructively terminate a franchise through the issuance of a "delete" or "stay-with-you" letter, a refusal to agree to a successor addendum or any other form of communication which prevents the franchised dealer from selling or transferring any interest in his franchise unless all of the following conditions are met:

a. The franchised dealer and the motor vehicle commission have received written notice by registered or certified mail from the manufacturer, distributor, or representative of the proposed constructive termination or noncontinuance which sets forth the specific grounds for the termination or noncontinuance;

b. The written notice contains on the first page thereof a conspicuous statement which reads as follows: "NOTICE TO FRANCHISED DEALER: YOU MAY BE ENTITLED TO FILE A PROTEST WITH THE MISSOURI ADMINISTRATIVE HEARING COMMISSION IN JEFFERSON CITY, MISSOURI, AND HAVE A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED CONSTRUCTIVE TERMINATION OR NONCONTINUANCE OF YOUR FRANCHISE UNDER THE TERMS OF THE MISSOURI MOTOR VEHICLE FRANCHISE PRACTICES ACT IF YOU OPPOSE THIS ACTION."; and

c. The manufacturer, distributor, or representative has received the informed, written consent of the affected franchised dealer or the appropriate period for the affected franchised dealer to protest the proposed franchise termination or noncontinuance has lapsed; or

d. If the affected franchised dealer files a protest with the administrative hearing commission within (1) sixty days after receiving notice of the proposed constructive termination or noncontinuance or (2) within the time specified in such notice, whichever is greater, the administrative hearing commission determines that the party seeking to constructively terminate or not continue a franchised dealer's franchise as established by a preponderance of the evidence, at a hearing called by the administrative hearing commission, that there is good cause for the proposed constructive termination or noncontinuance.

(b) Whenever a franchised dealer files a timely protest to a proposed franchise constructive termination or noncontinuance, the administrative hearing commission shall notify the party seeking to terminate or not to continue the protesting franchised dealer's franchise that a timely protest has been filed, that a hearing is required in accordance with this act, and that the party who gave the franchised dealer notice of constructive termination or noncontinuation of the franchise may not terminate or refuse to continue the franchise until the administrative hearing commission issues its final decision or order.

(c) If a franchise is terminated or not continued, another franchise in the same line-make will be established within a reasonable time unless it is shown to the administrative hearing commission by a preponderance of the evidence that the community or trade area cannot reasonably support such a dealership. If this showing is made, no franchised dealer license shall be thereafter issued in the same area unless a potential franchised dealer demonstrates a change in circumstances that supports the issuance of such a license.

(6) Notwithstanding the terms of any franchise agreement:

(a) It shall be unlawful for any manufacturer to conduct a market study unless:

a. The franchised dealer is notified of the proposed market study and the date it is to be commenced; and

b. The affected franchised dealer is provided a copy of the market study when completed.

(b) A market study conducted by a manufacturer cannot be used as the sole justification for any termination, constructive termination, noncontinuance or revision of a franchise.

(7) (a) Notwithstanding the terms of a franchise, if a manufacturer intends or proposes to enter into a franchise to establish an additional new motor vehicle franchised dealer or to relocate an existing new motor vehicle franchised dealer within or into a relevant market area in which the same line-make of motor vehicle is then represented, the manufacturer fails to provide at least sixty days advance written notice to the motor vehicle commission and to each new motor vehicle franchised dealer of the same line-make in the relevant market area, of the manufacturer's intention to establish an additional new motor vehicle franchised dealer or to relocate an existing new motor vehicle franchised dealer within or into the relevant market area. The notice shall be sent by certified mail to each such party and shall include the following information:

a. The specific location at which the additional or relocated motor vehicle franchised dealer will be established;

b. The date on or after which the additional or relocated motor vehicle franchised dealer intends to commence business at the proposed location;

c. The identity of all motor vehicle franchised dealers who are franchised to sell the same line-make vehicles as the proposed franchised dealer and who have licensed locations within the relevant market area;

d. The names and addresses, if available, of the owners of and principal investors in the proposed additional or relocated motor vehicle franchised dealership; and

e. The specific grounds or reasons for the proposed establishment of an additional motor vehicle franchised dealer or relocation of an existing franchised dealer.

f. Written notice containing on the first page thereof a conspicuous statement which reads as follows: "NOTICE TO FRANCHISED DEALER: YOU MAY BE ENTITLED TO FILE A PROTEST WITH THE MISSOURI ADMINISTRATIVE HEARING COMMISSION IN JEFFERSON CITY, MISSOURI, AND HAVE A HEARING IN WHICH YOU MAY PROTEST THE PROPOSED NEW MOTOR VEHICLE FRANCHISE UNDER THE TERMS OF THE MISSOURI MOTOR VEHICLE FRANCHISE PRACTICES ACT IF YOU OPPOSE THIS ACTION."

(b) Within thirty days after receipt of the notice under paragraph (a) of this subdivision, a new motor vehicle franchised dealer so notified or entitled to notice may file a petition with the administrative hearing commission protesting the proposed establishment or relocation. The petition shall contain a short statement setting forth the reasons for the franchised dealer's objection to the proposed establishment or relocation. Upon the filing of a protest, the administrative hearing commission shall promptly notify the manufacturer that a timely protest has been filed. The manufacturer shall not establish or relocate the new motor vehicle franchised dealer until the administrative hearing commission has held a hearing and has determined that there is good cause for permitting the proposed establishment or relocation. When more than one protest is filed against the establishment or relocation of the same franchised dealer, the administrative hearing commission shall consolidate the hearings to expedite disposition of the matter.

(c) In determining whether good cause exists for permitting the proposed establishment or relocation of a new motor vehicle franchised dealer of the same line-make, the administrative hearing commission shall take into consideration the existing circumstances, including, but not limited to:

a. The extent, nature, and permanency of the investment of both the existing motor vehicle franchised dealers of the same line-make in the relevant market area and the proposed additional or relocating new motor vehicle franchised dealer, including obligations reasonably incurred by the existing franchised dealers to perform their obligations under their respective franchises;

b. The growth or decline in population and new motor vehicle registrations during the past five years in the relevant market area;

c. The effect on the consuming public in the relevant market area;

d. The effect on the existing new motor vehicle franchised dealers in the relevant market area, including any adverse financial impact;

e. The reasonably expected or anticipated vehicle market for the relevant market area, including demographic factors such as age of population, income, education, size class preference, product popularity, retail lease transactions, or other factors affecting sales to consumers in the relevant market area;

f. Whether it is injurious or beneficial to the public welfare for an additional new motor vehicle franchised dealer to be established;

g. Whether the new motor vehicle franchised dealers of the same line- make in the relevant market area are providing adequate competition and convenient customer care for the motor vehicles of the same line-make in the relevant market area, including the adequacy of motor vehicle sales and service facilities, equipment, supply of vehicle parts, and qualified service personnel;

h. Whether the establishment of an additional new motor vehicle franchised dealer would increase competition and be in the public interest;

i. Whether the manufacturer is motivated principally by good faith to establish an additional or new motor vehicle franchised dealer and not by noneconomic considerations;

j. Whether the manufacturer has denied its existing new motor vehicle franchised dealers of the same line-make the opportunity for reasonable growth, market expansion, establishment of a subagency, or relocation;

k. Whether the protesting franchised dealer or franchised dealers are in substantial compliance with their franchised dealer agreements or franchises; and

l. Whether the manufacturer has complied with the requirements of sections 407.810 to 407.836.

In considering the factors set forth in this section, the administrative hearing commission shall give each factor equal weight, and in making a determination as to whether good cause exists for permitting the proposed establishment or relocation of a new motor vehicle franchised dealer of the same line-make, the administrative hearing commission must find that at least nine of the factors set forth in this section weigh in favor of the manufacturer and in favor of the proposed establishment or relocation of a new motor vehicle franchised dealer.

(d) This subdivision shall not apply to:

a. The relocation of an existing franchised dealer within that franchised dealer's relevant market area if the relocation site is to be more than ten miles distant from any other franchised dealer for the same line-make;

b. The relocation of an existing franchised dealer within that franchised dealer's relevant market area if the relocation site is to be more distant than the existing site from all other franchised dealers of the same line-make in that relevant market area; or

c. The relocation of an existing new motor vehicle franchised dealer within two miles of the existing site of the relocating franchised dealer.

(e) A manufacturer shall not coerce, threaten, intimidate, or require a new motor vehicle franchised dealer, as a condition of granting or renewing a franchise, to waive, limit, or disclaim a right that the franchised dealer may have to protest the establishment or relocation of another motor vehicle franchised dealer in the relevant market area as provided in this section.

(8) Use any false, deceptive or misleading advertising.

(9) Notwithstanding the terms of any franchise agreement, prevent any franchised dealer from reasonably changing the capital structure of his dealership or the means by or through which he finances the operation thereof, provided that the franchised dealer meets reasonable capital requirements.

(10) Notwithstanding the terms of any franchise agreement, fail to give effect to or attempt to prevent any sale or transfer of a franchised dealer, dealership or franchise or interest therein or management thereof unless, after complaint or protest, it is demonstrated to the administrative hearing commission after hearing that the result of any such sale or transfer will be detrimental to the public or representation of the manufacturer or distributor.

(11) (a) Notwithstanding the terms of any franchise agreement, if the franchise specifically permits the manufacturer to approve or disapprove of a proposed sale or transfer, a manufacturer or distributor shall only be allowed to disapprove of a proposed sale or transfer if all of the following requirements are met:

a. The dealer must be notified in writing of the disapproval of the proposed sale or transfer within thirty days of the manufacturer's or distributor's receipt of the written proposal of sale or transfer; and

b. The notice of disapproval must state the reasons for not approving the proposed sale or transfer.

Failure on the part of the manufacturer or distributor to fully comply with this subdivision shall be deemed an approval of the proposed sale or transfer. Within twenty days after receipt of the notice of refusal to approve the proposed sale or transfer, the new motor vehicle dealer may file a petition with the administrative hearing commission to protest the refusal to approve the proposed sale or transfer.

(b) Notwithstanding the terms of any franchise agreement, if a franchise agreement permits the manufacturer or distributor to exercise a right of first refusal to acquire the new vehicle dealer's assets or ownership in the event of a proposed sale and if such sale or transfer is conditioned upon the manufacturer or dealer entering a dealer agreement with the proposed new owner or transferee, the manufacturer or distributor shall be permitted to exercise its right of first refusal only if all the following requirements are met:

a. To exercise its right of first refusal, the manufacturer or distributor must notify the dealer in writing of its intent to exercise the right within thirty days of its receipt of the completed proposal for the proposed sale or transfer;

b. The exercise of the right of first refusal will result in the dealer and dealer's owners receiving the same or greater consideration as they have contracted to receive in connection with the proposed change of ownership or transfer and the proposed sale or transfer will be completed under the same terms and conditions as the proposed change of ownership;

c. The transfer or sale of the dealership's assets does not involve the transfer or sale to a member or members of the family of one or more dealer owners, or to a qualified manager or a partnership or corporation controlled by such persons; and

d. The manufacturer or distributor agrees to pay the reasonable expenses, including attorney's fees which do not exceed the usual, customary, and reasonable fees charged for similar work done for other clients, incurred by the proposed new owner and 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. Notwithstanding the foregoing, no payment of such expenses and attorney's fees shall be required if the franchised dealer has not submitted or caused to be submitted an accounting of those expenses within thirty days of the franchised dealer's receipt of the manufacturer's or distributor's written request for such an accounting. Such accounting may be requested by a manufacturer or distributor before exercising its right of first refusal.

(12) Notwithstanding the terms of any franchise agreement, require or attempt to require that a franchised dealer assign to or act as an agent for any manufacturer, distributor or representative in the securing of promissory notes and security agreements given in connection with the sale or purchase of new motor vehicles or the securing of policies of insurance on or having to do with the operation of vehicles sold.

(13) Notwithstanding the terms of any franchise agreement, fail or refuse, after complaint and hearing, to perform the obligations placed on the manufacturer in connection with the delivery, preparation and warranty of a new motor vehicle as provided in the manufacturer's warranty, preparation, and delivery agreements on file with the motor vehicle commission.

(14) Operate as a manufacturer, distributor, or representative without a currently valid license from the motor vehicle commission or otherwise violate this act or rules promulgated by the motor vehicle commission.

(15) Notwithstanding the terms of any franchise agreement, to prevent or refuse to honor the succession to a dealership by any legal heir or devisee under the will of a franchised dealer or under the laws of descent and distribution of this state unless it is shown to the administrative hearing commission, after notice and hearing, that the result of such succession will be detrimental to the public interest and to the representation of the manufacturer or distributor; provided, however, nothing herein shall prevent a franchised dealer, during his lifetime, from designating any person as his successor franchised dealer, by written instrument filed with the manufacturer or distributor.

(16) Notwithstanding the terms of any franchise agreement, require that a franchised dealer pay or assume, directly or indirectly, any part of any refund, rebate, discount, or other financial adjustment made by the manufacturer, distributor, or representative to, or in favor of, any customer of a franchised dealer, unless voluntarily agreed to by such franchised dealer.

(17) Notwithstanding the terms of any franchise agreement, deny or withhold approval of a written application to relocate a franchise unless (A) the applicant has received written notice of the denial or withholding of approval within sixty days after the receipt of the application containing information reasonably necessary to enable the manufacturer or distributor to adequately evaluate the application; and (B) the applicant files a protest with the administrative hearing commission and the manufacturer or distributor establishes by a preponderance of the evidence at a hearing called by the administrative hearing commission that the grounds for the denial or withholding of approval of the relocation are reasonable.

(18) Notwithstanding the terms of any franchise agreement, fail to pay to a franchised dealer or any lienholder any of the following in accordance with such franchised dealer's or lienholder's respective interest after the termination of a franchise:

(a) The franchised dealer cost of each new motor vehicle in the franchised dealer's inventory with mileage of six thousand miles or less, reduced by the net discount value of each, where "net discount value" is determined according to the following formula: net cost multiplied by total mileage divided by one hundred thousand, and where "net cost" equals the franchised dealer cost plus any charges by the manufacturer, distributor, or representative for distribution, delivery, and taxes, less all allowances paid to the franchised dealer by the manufacturer, distributor, or representative for new, unsold, undamaged, and complete motor vehicles of the current model year or one year prior to the current model year in the franchised dealer's inventory, except that if a vehicle cannot be reduced by the net discount value, the manufacturer or distributor shall pay the franchised dealer the net cost of the vehicle;

(b) The franchised dealer cost of each new, unused, undamaged, and unsold part or accessory if the part or accessory is in the current parts catalogue and is still in the original, resalable merchandising package and in unbroken lots, except that in the case of sheet metal a comparable substitute for the original package may be used, and if the part or accessory was purchased by the franchised dealer either directly from the manufacturer or distributor or from an outgoing authorized franchised dealer as a part of the franchised dealer's initial inventory;

(c) The fair market value of each undamaged sign owned by the franchised dealer which bears a trademark or trade name used or claimed by the manufacturer, distributor, or representative if the sign was purchased from or purchased at the request of the manufacturer, distributor, or representative;

(d) The fair market value of all special tools, data processing equipment, and automotive service equipment owned by the franchised dealer which were recommended in writing and designated as special tools and equipment and purchased from or purchased at the request of the manufacturer, distributor, or representative, if the tools and equipment are in usable and good condition except for reasonable wear and tear;

(e) The cost of transporting, handling, packing, storing, and loading of any property subject to repurchase under this section;

(f) Except as provided by this paragraph, any sums due as provided by paragraph (a) of this subdivision shall be paid within sixty days after termination of a franchise and any sums due as provided by paragraphs (b) through (e) of this subdivision shall be paid within ninety days after termination of a franchise. As a condition of payment, the franchised dealer is to comply with reasonable requirements with respect to the return of inventory as are set out in the terms of the franchise agreement. A manufacturer or distributor shall reimburse a franchised dealer for the franchised dealer's cost for storing any property covered by this subdivision beginning ninety days following termination. A manufacturer or distributor shall reimburse a franchised dealer for the franchised dealer's cost of storing any property covered by this subdivision before the expiration of ninety days from the date of termination if the franchised dealer notifies the manufacturer or distributor of the commencement of storage charges within that period. On receipt of notice of the commencement of storage charges, a manufacturer or distributor may immediately take possession of the property in question by repurchasing the property as provided by this subdivision. A manufacturer, distributor, or representative who fails to pay those sums within the prescribed time or at such time as the franchised dealer and lien holder, if any, proffer good title prior to the prescribed time for payment, is liable to the franchised dealer for:

a. The greatest of franchised dealer cost, fair market value, or current price of the inventory;

b. Interest on the amount due calculated at the rate applicable to a judgment of a court; and

c. Reasonable attorney's fees and costs.

(19) Notwithstanding the terms of any franchise agreement, change its distributor, its method of distribution of its products in this state, or its business structure or ownership in a manner that results in the termination or noncontinuance of a franchise without good cause. The manufacturer, distributor, or representative shall issue the same notice to the franchised dealer and to the motor vehicle commission as is provided in subdivisions (3) and (4) of this subsection and said same procedures shall apply to the parties.

(20) Notwithstanding the terms of any franchise agreement, require a franchised dealer to submit to arbitration on any issue unless the franchised dealer and the manufacturer, distributor, or representative and their respective counsel agree to arbitrate after a controversy arises. The arbitrator shall apply the provisions of this act in resolving the pertinent controversy. Either party may appeal a decision of an arbitrator to the administrative hearing commission on the ground that the arbitrator failed to apply this act to the controversy.

(21) Notwithstanding the terms of any franchise agreement, require that a franchised dealer join, contribute to, or affiliate with, directly or indirectly, any advertising association.

(22) Notwithstanding the terms of any franchise agreement:

(a) Require adherence to unreasonable sales or service standards;

(b) Directly or indirectly, discriminate against a franchised dealer or otherwise treat franchised dealers differently as a result of a formula or other calculation or process intended to gauge the performance of a franchised dealership, except a sales contest or other recognition program based on reasonable sales and service criteria;

(c) Unreasonably require that a franchised dealer purchase special tools or equipment or undergo special training; or

(d) Fail to compensate a franchised dealer for all costs incurred by the franchised dealer as required by the manufacturer in complying with the terms of a product recall by the manufacturer or distributor, including the costs, if any, incurred by the franchised dealer in notifying vehicle owners of the existence of the recall.

(23) Discriminate unreasonably between or among franchisees in the sale of a motor vehicle owned by the manufacturer or distributor.

(24) Directly or indirectly, or through a subsidiary or agent, require, as a condition for obtaining financing for a motor vehicle, the purchaser of a motor vehicle to purchase any product other than the motor vehicle from the manufacturer or distributor, or from an entity owned or controlled by the manufacturer or distributor.

(25) Directly or indirectly, or through a subsidiary or agent, require, as a condition of its or its subsidiary's agreement to provide financing for a motor vehicle, that any insurance policy or service contract purchased by the motor vehicle purchaser be purchased from a specific source.

(26) Compel a franchised dealer either directly or through a financing subsidiary of the manufacturer or distributor, to agree to unreasonable operating requirements as to site control, or directly or indirectly terminate a franchised dealer through the actions of a financing subsidiary of the manufacturer or distributor. This subdivision does not limit the right of a financing entity to engage in business practices in accordance with the usage of trade in retail and wholesale motor vehicle financing.

(27) Operate as a franchised dealer except on a temporary basis and only if:

(a) The dealership was previously owned by a franchised dealer and is currently for sale at a reasonable price; or

(b) The manufacturer, distributor, or representative operates the dealership in a bona fide relationship with a franchise dealer who is required to make a significant investment in the dealership, subject to loss, and who reasonably expects to acquire full ownership of the dealership under reasonable terms and conditions.

(28) Notwithstanding the terms of a franchise agreement, deny or withhold approval of a franchised dealer's application to add a line-make or parts or products related to that line-make unless, within sixty days of receipt of the franchised dealer's written application to add the line-make the manufacturer or distributor gives the franchised dealer written notice of the denial or withholding of approval. After receipt of notice, the franchised dealer may file a protest with the administrative hearing commission. If the franchised dealer files a protest, the administrative hearing commission may uphold the manufacturer's or distributor's decision to deny or withhold approval of the addition of the line-make only if the manufacturer or distributor proves by a preponderance of the evidence that the denial or withholding of approval was reasonable. In determining whether the manufacturer or distributor has met its burden to show that its denial or withholding or approval is reasonable, the administrative hearing commission shall consider all existing circumstances, including, without limitations, the following:

(a) The franchised dealer's sales in relation to the sales in the market;

(b) The franchised dealer's investment and obligations;

(c) Injury to the public welfare by denial or withholding of approval of the addition of a new line-make;

(d) The adequacy of the franchised dealer's sales and service facilities, equipment, parts, and personnel in relation to those of other franchised dealers of new motor vehicles of the same line-make;

(e) Whether warranties are being honored by the franchised dealer agreement;

(f) The franchised dealer's compliance with their franchise agreement;

(g) The enforceability of the franchise agreement from a public policy standpoint including, but not limited to, issues of the reasonableness of the franchise agreement's terms, and the relative bargaining power of the parties to such agreement;

(h) Whether the franchised dealer complies with reasonable capitalization requirements or will be able to comply with reasonable capitalization requirements within a reasonable time;

(i) The harm, if any, to the manufacturer if the denial or withholding of approval is not upheld; and

(j) The harm, if any, to the franchised dealer if the denial or withholding of approval is upheld.

[407.825. The performance, whether by act or omission, by a motor vehicle franchisor of any or all of the following activities enumerated in this section are hereby defined as unlawful practices, the remedies for which are set forth in section 407.835:

(1) To engage in any conduct which is capricious, in bad faith, or unconscionable and which causes damage to a motor vehicle franchisee or to the public; provided, that good faith conduct engaged in by motor vehicle franchisors as sellers of new motor vehicles or parts or as holders of security interest therein, in pursuit of rights or remedies accorded to sellers of goods or to holders of security interests under the provisions of chapter 400, RSMo, uniform commercial code, shall not constitute unfair practices under sections 407.810 to 407.835;

(2) To coerce any motor vehicle franchisee to accept delivery of any new motor vehicle or vehicles, equipment, parts or accessories therefor, or any other commodity or commodities which such motor vehicle franchisee has not ordered after such motor vehicle franchisee has rejected such commodity or commodities. It shall not be deemed a violation of this section for a motor vehicle franchisor to require a motor vehicle franchisee to have an inventory of parts, tools, and equipment reasonably necessary to service the motor vehicles sold by a motor vehicle franchisor; or new motor vehicles reasonably necessary to meet the demands of dealers or the public or to display to the public the full line of a motor vehicle franchisor's product line;

(3) To unreasonably refuse to deliver in reasonable quantities and within a reasonable time after receipt of orders for new motor vehicles, such motor vehicles as are so ordered and as are covered by such franchise and as are specifically publicly advertised by such motor vehicle franchisor to be available for immediate delivery; provided, however, the failure to deliver any motor vehicle shall not be considered a violation of sections 407.810 to 407.835 if such failure be due to an act of God, work stoppage, or delay due to a strike or labor difficulty, shortage of products or materials, freight delays, embargo or other cause of which such motor vehicle franchisor shall have no control;

(4) To coerce any motor vehicle franchisee to enter into any agreement with such motor vehicle franchisor or to do any other act prejudicial to such motor vehicle franchisee, by threatening to cancel any franchise or any contractual agreement existing between such motor vehicle franchisor and motor vehicle franchisee; provided, however, that notice in good faith to any motor vehicle franchisee of such motor vehicle franchisee's violation of any provisions of such franchise or contractual agreement shall not constitute a violation of sections 407.810 to 407.835;

(5) To terminate or cancel the franchise or selling agreement of any motor vehicle franchisee except a termination or cancellation made by reason of a substantial default by such franchisee in the performance of such motor vehicle franchisee's reasonable and lawful obligations to such motor vehicle franchisor under the franchise. The nonrenewal of a motor vehicle franchise or selling agreement shall constitute an unfair termination or cancellation, regardless of the terms or provisions of such franchise or selling agreement unless it is not renewed by reason of

(a) A substantial default by such motor vehicle franchisee in the performance of such motor vehicle franchisee's reasonable and lawful obligations to such motor vehicle franchisor under the nonrenewed franchise or selling agreement, or

(b) The disco ntinu ance of the sale in the state of Misso uri of such motor vehic le franc hisor 's produ cts which are the subje ct of the franc hise;

(6) To preve nt by contr act or other wise, any motor vehic le franc hisee from chang ing the capit al struc ture of his franc hise of such motor vehic le franc hisee or the means by or throu gh which he finan ces the opera tion of his franc hise, provi ded the motor vehic le franc hisee at all times meets any reaso nable capit al stand ards agree d to betwe en the motor vehic le franc hisee and the motor vehic le franc hisor and grant s to the motor vehic le franc hisor a purch ase money secur ity inter est in the new motor vehic les, new parts and acces sorie s purch ased from the motor vehic le franc hisor ;

(7) To preve nt by contr act or other wise any motor vehic le franc hisee or any offic er, partn er or stock holde r of any motor vehic le franc hisee from selli ng or trans ferri ng any part of the inter est of any of them to any other perso n or perso ns or party or parti es; provi ded, if the franc hise speci fical ly permi ts the franc hisor to appro ve or disap prove of any such propo sed sale or trans fer, a franc hisor shall only be allow ed to disap prove of a propo sed sale or trans fer if the inter est being sold or trans ferre d when added to any other inter est owned by the trans feree const itute s fifty perce nt or more of the owner ship inter est in the franc hise and if the propo sed trans feree fails to satis fy any stand ards of the franc hisor which are in fact norma lly relie d upon by the franc hisor prior to its enter ing into a franc hise, and which relat e to the propo sed manag ement or owner ship of the franc hise opera tions or to the quali ficat ion, capit aliza tion, integ rity, or chara cter of the propo sed trans feree and which are reaso nable . In order to exerc ise a franc hisor 's right of disap prova l as set forth herei n the franc hisor shall :

(a) Notif y, in writi ng, the franc hisee of the franc hisor 's disap prova l withi n thirt y worki ng days of the franc hisor 's recei pt of a writt en propo sal to consu mmate such sale or trans fer; provi ded, howev er, that franc hisee and the prosp ectiv e franc hisee shall coope rate fully with the franc hisor in provi ding infor matio n relat ing to the prosp ectiv e trans feree 's capit aliza tion, integ rity and chara cter;

(b) Speci fy in said writt en notic e the reaso nable stand ard(s ) which franc hisor conte nds are not satis fied and the reaso n(s) franc hisor conte nds such stand ard(s ) are not satis fied. Failu re on the part of the franc hisor to fully compl y with eithe r (a) or (b) shall be concl usive ly deeme d an appro val by the franc hisor of the propo sed sale or trans fer to the propo sed trans feree ;

(8) To preve nt by contr act or other wise any motor vehic le franc hisee from chang ing the execu tive manag ement of motor vehic le franc hisee 's busin ess, excep t that any attem pt by a motor vehic le franc hisor to demon strat e by givin g reaso ns that such chang e in execu tive manag ement will be detri menta l to the distr ibuti on of the motor vehic le franc hisor 's motor vehic les shall not const itute a viola tion of this subdi visio n;

(9) To impos e unrea sonab le stand ards of perfo rmanc e upon a motor vehic le franc hisee ;

(10) To requi re a motor vehic le franc hisee at the time of enter ing into a franc hise arran gemen t to assen t to a relea se, assig nment , novat ion, waive r or estop pel which would relie ve any perso n from liabi lity impos ed by secti ons 407.8 10 to 407.8 35;

(11) To prohi bit direc tly or indir ectly the right of free assoc iatio n among motor vehic le franc hisee s for any lawfu l purpo se;

(12) To provi de any term or condi tion in any lease or other agree ment ancil lary or colla teral to a franc hise, which term or condi tion direc tly or indir ectly viola tes the provi sions of secti ons 407.8 10 to 407.8 35.]< p>

40 7.830 . 1. A perso n may not act as, offer to act as, or hold itsel f out to be, a broke r.

2. For the purpo ses of this secti on, "brok er" means a perso n who holds himse lf out throu gh solic itati on, adver tisem ent, or other wise as one who offer s to arran ge a trans actio n invol ving the sale of a motor vehic le, and who is not:< p> (1) A deale r, or any agent , or any emplo yee of a deale r when actin g on behal f of a deale r;

(2) A manuf actur er or distr ibuto r or other agent or emplo yee of such a manuf actur er or distr ibuto r;

(3) The owner of the vehic le invol ved in the trans actio n; or

(4) Parti cipat ing in a motor vehic le aucti on where buyer s are licen sed deale rs in this or any other juris dicti on.

[407. 830. It shall be a defen se for a motor vehic le franc hisor , to any actio n broug ht under secti ons 407.8 10 to 407.8 35 by a motor vehic le franc hisee , if it be shown that such motor vehic le franc hisee has faile d to subst antia lly compl y with reaso nable and lawfu l requi remen ts impos ed by the franc hise and other agree ments ancil lary or colla teral there to, or if the motor vehic le franc hisee , or any of its offic ers, have been convi cted of a felon y relev ant to busin ess hones ty or busin ess pract ices, or if the motor vehic le franc hisee has cease d condu cting its busin ess or has aband oned the franc hise, or is insol vent as that term is defin ed in subdi visio n (23) of secti on 400.1 -201, RSMo, or has filed a volun tary petit ion in bankr uptcy , or has made an assig nment for benef it of credi tors, or has been the subje ct of an invol untar y proce eding under the feder al bankr uptcy act or under any state insol vency law which is not vacat ed withi n twent y days from the insti tutio n there of, or there has been an appoi ntmen t of a recei ver or other offic er havin g simil ar power s for the motor vehic le franc hisee or the motor vehic le franc hisee 's busin ess who is not remov ed withi n twent y days from his appoi ntmen t, or there has been a levy under attac hment , execu tion or simil ar proce ss which is not withi n ten days vacat ed or remov ed by payme nt or bondi ng, and it shall be a defen se to any actio n broug ht under secti ons 407.8 10 to 407.8 35 that the compl ained of condu ct by a motor vehic le franc hisor was under taken in good faith in pursu it of right s or remed ies accor ded to a motor vehic le franc hisor as a selle r of goods or a holde r of a secur ity inter est under the provi sions of chapt er 400, RSMo. ]

< p> 407.8 35. In addit ion to the admin istra tive prote sts set out in secti ons 407.8 10 to 407.8 35, any motor vehic le franc hisee may bring an actio n again st a motor vehic le franc hisor with whom he has a franc hise, for an act or omiss ion which const itute s an unlaw ful pract ice as defin ed in secti on 407.8 25 to recov er damag es susta ined by reaso n there of, and, where appro priat e, such motor vehic le franc hisee shall be entit led to injun ctive relie f, but the remed ies set forth in this secti on shall not be deeme d exclu sive and shall be in addit ion to any other remed ies permi tted by law.< p> 40 7.836 . The provi sions of this act apply to all franc hises , amend ments , adden dums and contr acts exist ing on Janua ry 1, 1996, betwe en manuf actur ers or distr ibuto rs and new motor vehic le deale rs as well as to all futur e franc hises , amend ments , adden dums and contr acts betwe en manuf actur ers or distr ibuto rs and new motor vehic le deale rs.

62 1.053 . 1. Any perso n autho rized to prote st any actio n taken by a manuf actur er, distr ibuto r or repre senta tive pursu ant to a franc hise agree ment may file a prote st with the admin istra tive heari ng commi ssion as speci fied in secti ons 407.8 10 to 407.8 36, RSMo. The prote st may be insti tuted by the filin g of a petit ion with the admin istra tive heari ng commi ssion withi n the time speci fied in the statu te autho rizin g the prote st. Whene ver the admin istra tive heari ng commi ssion recei ves a timel y prote st under secti on 407.8 25, RSMo, the admin istra tive heari ng commi ssion shall notif y the party seeki ng to take the prote sted actio n that a timel y prote st has been filed and that a heari ng is requi red.< p> 2. If a timel y prote st is filed under any of the provi sions of secti ons 407.8 10 to 407.8 36, RSMo, the admin istra tive heari ng commi ssion shall hold a heari ng on the recor d withi n thirt y days of the filin g of the first objec tion, notic e, compl aint, or prote st unles s the time is exten ded for good cause shown , but in no case shall the heari ng be held later than ninet y days after the date the appli catio n is filed . When more than one such prote st is filed with the admin istra tive heari ng commi ssion , the admin istra tive heari ng commi ssion may conso lidat e said prote sts into one proce eding to exped ite the dispo sitio n of all relev ant issue s.

3. In all proce eding s under secti ons 407.8 10 to 407.8 36, RSMo, the manuf actur er has the burde n of provi ng that good cause exist s for permi tting the propo sed actio n.

4. Notwi thsta nding the terms of any franc hise agree ment, in deter minin g wheth er good cause has been estab lishe d for the takin g of any of the actio ns set out in secti on 407.8 25, RSMo, with the excep tion of subdi visio ns (7) and (28) of secti on 407.8 25, RSMo, the admin istra tive heari ng commi ssion shall consi der all the exist ing circu mstan ces inclu ding, but not limit ed to, the follo wing:

(1) The deale r s sales in relat ion to the sales in the marke t;

(2) The deale r s inves tment and oblig ation s;

(3) Injur y to the publi c welfa re;

(4) The adequ acy of the deale r s servi ce facil ities , equip ment, parts , and perso nnel in relat ion to those of other deale rs of new motor vehic les of the same line- make;

(5) Wheth er warra nties are being honor ed by the deale r;

(6) The parti es compl iance with their franc hise agree ment; and

(7) The enfor ceabi lity of the franc hise agree ment from a publi c polic y stand point , inclu ding, but not limit ed to, the reaso nable ness of the franc hise agree ment s terms , and the relat ive barga ining power of the parti es.

The desir e of a manuf actur er, distr ibuto r, or repre senta tive for marke t penet ratio n or a marke t study prepa red by the manuf actur er, distr ibuto r or repre senta tive suppo rting the propo sed actio n shall not stand ing alone , satis fy the good cause showi ng requi red by this secti on.

5. Final decis ions of the admin istra tive heari ng commi ssion in cases arisi ng under the provi sions of secti ons 407.8 10 to 407.8 36, RSMo, shall be subje ct to revie w pursu ant to a petit ion for revie w to be filed in the court of appea ls in the distr ict in which the heari ng, or any part of the heari ng, is held and by deliv ery of copie s of the petit ion to each party of recor d, withi n thirt y days after the maili ng or deliv ery of the final decis ion and notic e of the final decis ion in such a case. Revie w under this secti on shall be exclu sive, and decis ions of the admin istra tive heari ng commi ssion revie wable under this secti on shall not be revie wable in any other proce eding , and no other offic ial or court shall have power to revie w any such decis ion by an actio n in the natur e of manda mus or other wise excep t pursu ant to the provi sions of this secti on. The party seeki ng revie w shall be respo nsibl e for the filin g of the trans cript and recor d of all proce eding s befor e the admin istra tive heari ng commi ssion with the appro priat e court of appea ls.