To repeal sections 301.550, 301.559, 407.810, 407.815, 407.825 and 407.830, RSMo 1994, relating to motor vehicle franchise practices, and to enact in lieu thereof twelve 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Section A. Sections 301.550, 301.559, 407.810, 407.815, 407.825 and 407.830, RSMo 1994, are repealed and twelve new sections enacted in lieu thereof, to be known as sections 301.550, 301.559, 407.810, 407.811, 407.812, 407.815, 407.821, 407.822, 407.825,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, 407.836 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 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 vessels or vessel trailers;

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

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

[(4)] (5) "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)] (6) "Motor vehicle auction", any person, firm or corporation who takes possession of a motor vehicle whether by consignment, bailment or any other arrangement, except by title, for the purpose of selling motor vehicles at a public and wholesale auction by a licensed auctioneer;

[(6)] (7) "Motor vehicle 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, 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 involved in the transaction; or

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

[(7)] (8) "Motor vehicle 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 or trailers are owned by such person; provided, however, a motor vehicle 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 dealer. The sale of six or more motor vehicles or trailers in any calendar year shall be required as evidence that such person is engaged in the motor vehicle business and is eligible for licensure as a motor vehicle dealer under sections 301.550 to 301.572;

[(8)] (9) "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 make of motor vehicle. The term "new motor vehicle" shall not include manufactured homes, as defined in section 700.010, RSMo;

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

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

(12) "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 contacts dealers in this state on behalf of a manufacturer or distributor;

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

[(12)] (14) "Used motor vehicle", any motor vehicle which is not a new motor vehicle, 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 so used as to be what is commonly known as a secondhand motor vehicle. In the event of an assignment of the statement of origin from an original franchise dealer to any individual or other motor vehicle dealer other than a new motor vehicle franchise dealer of the same make, the vehicle so assigned shall be deemed to be a used motor vehicle and a certificate of ownership shall be obtained in the assignee's name. The term "used motor vehicle" shall not include manufactured homes, as defined in section 700.010, RSMo;

[(13)] (15) "Used motor vehicle dealer", any motor vehicle dealer who is not a new motor vehicle franchise dealer;

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

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

[(16)] (18) "Wholesale motor vehicle dealer", a motor vehicle dealer who sells motor vehicles only to other new motor vehicle franchise dealers or used motor vehicle 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 dealers;

(2) Franchised new motor vehicle dealers;

(3) Used motor vehicle dealers;

(4) Wholesale motor vehicle 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 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 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 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 franchise dealer, used motor vehicle dealer, wholesale motor vehicle dealer or boat dealer;

(3) When the application is for a new motor vehicle 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 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 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 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;

(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 recom menda tions , expos ition , argum ent, persu asion or attem pts at persu asion ;

(b) Notic e given in good faith to any franc hisee of said franc hisee 's viola tion of terms or provi sions of such franc hise or contr actua l agree ment;

(c) Any other condu ct set forth in secti on 407.8 30 as a defen se to an actio n broug ht under secti ons 407.8 10 to 407.8 35; or

(d) Any other condu ct set forth in secti ons 407.8 10 to 407.8 35 that is permi tted of the franc hisor or is expre ssly exclu ded from coerc ion or a viola tion of secti ons 407.8 10 to 407.8 35;

(2) "Fran chise " means a writt en arran gemen t or contr act for a defin ite or indef inite perio d, in which a perso n grant s to anoth er perso n a licen se to use, or the right to grant to other s a licen se to use, a trade name, trade mark, servi ce mark, or relat ed chara cteri stics , in which there is a commu nity of inter est in the marke ting of goods or servi ces, or both, at whole sale or retai l, by agree ment, lease or other wise, and in which the opera tion of the franc hisee 's busin ess with respe ct to such franc hise is subst antia lly relia nt on the franc hisor for the conti nued suppl y of franc hised new motor vehic les, parts and acces sorie s for sale at whole sale or retai l;

(3) "Fran chise e" means a perso n to whom a franc hise is grant ed;

(4) "Fran chiso r" means a perso n who grant s a franc hise to anoth er perso n;

(5) "Moto r vehic le" means any motor drive n vehic le requi red to be regis tered under the provi sions of chapt er 301, RSMo;

(6) "New" , when refer ring to motor vehic les or parts , means those motor vehic les or parts which have not been held excep t as inven tory, as that term is defin ed in subdi visio n (4) of secti on 400.9 -109, RSMo;

(7) "Pers on" means a sole propr ietor , partn ershi p, corpo ratio n, or any other form of busin ess organ izati on.]< p>

40 7.821 . It shall be unlaw ful for any franc hised deale r to:

(1) Requi re a retai l purch aser of a new motor vehic le as a condi tion of sale and deliv ery of such motor vehic le to purch ase speci al featu res, equip ment, parts , or acces sorie s not order ed or desir ed by the purch aser, provi ded such featu res, equip ment, parts , or acces sorie s are not alrea dy insta lled on the new motor vehic le at the time of sale;

(2) Fail to perfo rm the oblig ation s place d on the selli ng franc hised deale r in conne ction with the deliv ery and prepa ratio n of a new motor vehic le for retai l sale as provi ded in the manuf actur er's prepa ratio n and deliv ery agree ments on file with the motor vehic le commi ssion and appli cable to such vehic le;

(3) Fail to perfo rm the oblig ation s place d on the franc hised deale r in conne ction with the manuf actur er's warra nty agree ments on file with the motor vehic le commi ssion ;

(4) Opera te witho ut appro priat e signs readi ly and easil y visib le to the publi c, ident ifyin g the franc hised deale r's place of busin ess and the produ cts the franc hised deale r offer s for sale. In the event of a confl ict with anoth er law or ordin ance, this subdi visio n preva ils, and in the event of a dispu te, the motor vehic le commi ssion has exclu sive juris dicti on to deter mine wheth er a sign or signs are in compl iance with the terms of this subdi visio n. In the event of a dispu te, the motor vehic le commi ssion shall uphol d local ordin ances of a home- rule city and prote ct franc hised deale rs from retri butio n by manuf actur ers or distr ibuto rs for havin g compl ied with local ordin ances .

407.8 22. No deale r may:< p> (1) Opera te as a deale r witho ut a curre ntly valid licen se or gener al disti nguis hing numbe r issue d by the motor vehic le commi ssion ;

(2) Viola te a rule of the motor vehic le commi ssion ; or

(3) Aid or abet a perso n who viola tes this act.< /b>

40 7.825 . It is unlaw ful for any manuf actur er, distr ibuto r, or repre senta tive to:

(1) Requi re or attem pt to requi re any franc hised deale r to order , accep t deliv ery of or pay anyth ing of value , direc tly or indir ectly , for any motor vehic le, appli ance, part, acces sory or any other commo dity unles s volun taril y order ed or contr acted for by such franc hised deale r;

(2) Refus e or fail to deliv er in reaso nable quant ities and withi n a reaso nable time, to a franc hised deale r havin g a franc hise agree ment for the retai l sale of any motor vehic les sold or distr ibute d by such manuf actur er, distr ibuto r, or repre senta tive, any new motor vehic le, or parts or acces sorie s to new motor vehic les as are cover ed by such franc hise if such vehic les, parts or acces sorie s are publi cly adver tised as being avail able for deliv ery or are actua lly being deliv ered; provi ded, howev er, this provi sion is not viola ted if such failu re is cause d by acts of God, work stopp age or delay s due to strik es or labor dispu tes, freig ht embar goes or other cause s beyon d the contr ol of the manuf actur er, distr ibuto r, or repre senta tive;

(3) Notwi thsta nding the terms of any franc hise agree ment: (a) Termi nate or refus e to conti nue any franc hise with a franc hised deale r or direc tly or indir ectly force or attem pt to force a franc hised deale r to disco ntinu e a line- make or parts or produ cts relat ed to that line- make unles s all of the follo wing condi tions are met:< p> a. The franc hised deale r and the motor vehic le commi ssion have recei ved writt en notic e by regis tered or certi fied mail from the manuf actur er, distr ibuto r, or repre senta tive not less than sixty days befor e the effec tive date of termi natio n or nonco ntinu ance which sets forth the speci fic groun ds for termi natio n or nonco ntinu ance;

b. The writt en notic e conta ins on the first page there of a consp icuou s state ment which reads as follo ws: "NOTI CE TO FRANC HISED DEALE R: YOU MAY BE ENTIT LED TO FILE A PROTE ST WITH THE MISSO URI ADMIN ISTRA TIVE HEARI NG COMMI SSION IN JEFFE RSON CITY, MISSO URI, AND HAVE A HEARI NG IN WHICH YOU MAY PROTE ST THE PROPO SED TERMI NATIO N OR NONCO NTINU ANCE OF YOUR FRANC HISE UNDER THE TERMS OF THE MISSO URI MOTOR VEHIC LE FRANC HISE PRACT ICES ACT IF YOU OPPOS E THIS ACTIO N."; and

c. The manuf actur er, distr ibuto r, or repre senta tive has recei ved the infor med, writt en conse nt of the affec ted franc hised deale r or the appro priat e perio d for the affec ted franc hised deale r to prote st the propo sed franc hise termi natio n or nonco ntinu ance has lapse d; or

d. If the affec ted franc hised deale r files a prote st with the admin istra tive heari ng commi ssion withi n (l) sixty days after recei ving its sixty day notic e of propo sed termi natio n or nonco ntinu ance; or (2) the time speci fied in such notic e, which ever is great er, and the admin istra tive heari ng commi ssion deter mines at a heari ng that the party seeki ng to termi nate or not conti nue a deale r's franc hise has estab lishe d by a prepo ndera nce of the evide nce that there is good cause for the propo sed termi natio n or nonco ntinu ance;

(b) Notwi thsta nding subpa ragra phs a. and d. of this parag raph, notic e may be made not less than fifte en days prior to the effec tive date of termi natio n or nonco ntinu ance if a licen sed franc hised deale r fails to condu ct its custo mary sales and servi ce opera tions durin g its custo mary busin ess hours for seven conse cutiv e busin ess days unles s such failu re is cause d by an act of God, work stopp age or delay s due to strik es or labor dispu tes, an order by the admin istra tive heari ng commi ssion , or other cause s beyon d the contr ol of the franc hised deale r;

(c) Whene ver a franc hised deale r files a timel y prote st to a propo sed franc hise termi natio n or nonco ntinu ance, the admin istra tive heari ng commi ssion shall notif y the party seeki ng to termi nate or not to conti nue the prote sting franc hised deale r's franc hise that a timel y prote st has been filed , that a heari ng is requi red in accor dance with this act, and that the party who gave the franc hised deale r notic e of termi natio n or nonco ntinu ation of the franc hise may not termi nate or refus e to conti nue the franc hise until the admin istra tive heari ng commi ssion issue s its final decis ion or order ;

(d) If a franc hise is termi nated or not conti nued, anoth er franc hise in the same line- make will be estab lishe d withi n a reaso nable time unles s it is shown to the admin istra tive heari ng commi ssion by a prepo ndera nce of the evide nce that the commu nity or trade area canno t reaso nably suppo rt such a deale rship . If this showi ng is made, no franc hised deale r licen se shall be there after issue d in the same area unles s a poten tial franc hised deale r demon strat es a chang e in circu mstan ces that suppo rts the issua nce of such a licen se;

(4) Notwi thsta nding the terms of any franc hise agree ment, modif y or repla ce a franc hise with a succe eding franc hise if the modif icati on or repla cemen t would adver sely affec t, to a subst antia l degre e, the franc hised deale r's sales , inves tment , or oblig ation s to provi de servi ce to the publi c, unles s the manuf actur er, distr ibuto r, or repre senta tive has first given the motor vehic le commi ssion and each affec ted franc hised deale r writt en notic e by regis tered or certi fied mail of any such actio n sixty days in advan ce of the modif icati on or repla cemen t. The writt en notic e shall conta in on the first page there of a consp icuou s state ment which reads as follo ws: "NOTI CE TO FRANC HISED DEALE R: YOU MAY BE ENTIT LED TO FILE A PROTE ST WITH THE MISSO URI ADMIN ISTRA TIVE HEARI NG COMMI SSION IN JEFFE RSON CITY, MISSO URI, AND HAVE A HEARI NG IN WHICH YOU MAY PROTE ST THE PROPO SED MODIF ICATI ON OR REPLA CEMEN T OF YOUR FRANC HISE WITH A SUCCE EDING FRANC HISE UNDER THE TERMS OF THE MISSO URI MOTOR VEHIC LE FRANC HISE PRACT ICES ACT IF YOU OPPOS E THIS ACTIO N." Withi n (1) sixty days after recei pt of such notic e; or (2) the time speci fied in such notic e, which ever is great er, a franc hised deale r may file a prote st with the admin istra tive heari ng commi ssion and the modif icati on or repla cemen t shall not becom e effec tive unles s and until the admin istra tive heari ng commi ssion deter mines that the party seeki ng to modif y or repla ce a franc hise with a succe eding franc hise has demon strat ed by a prepo ndera nce of the evide nce that there is good cause for the modif icati on or repla cemen t. The prior franc hise shall conti nue in effec t until the prote st is resol ved by the admin istra tive heari ng commi ssion ;

(5) Notwi thsta nding the terms of any franc hise agree ment:

(a) Const ructi vely termi nate a franc hise throu gh the issua nce of a "dele te" or "sta y- with- you" lette r, a refus al to agree to a succe ssor adden dum or any other form of commu nicat ion which preve nts the franc hised deale r from selli ng or trans ferri ng any inter est in his franc hise unles s all of the follo wing condi tions are met:< p> a. The franc hised deale r and the motor vehic le commi ssion have recei ved writt en notic e by regis tered or certi fied mail from the manuf actur er, distr ibuto r, or repre senta tive of the propo sed const ructi ve termi natio n or nonco ntinu ance which sets forth the speci fic groun ds for the termi natio n or nonco ntinu ance;

b. The writt en notic e conta ins on the first page there of a consp icuou s state ment which reads as follo ws: "NOTI CE TO FRANC HISED DEALE R: YOU MAY BE ENTIT LED TO FILE A PROTE ST WITH THE MISSO URI ADMIN ISTRA TIVE HEARI NG COMMI SSION IN JEFFE RSON CITY, MISSO URI, AND HAVE A HEARI NG IN WHICH YOU MAY PROTE ST THE PROPO SED CONST RUCTI VE TERMI NATIO N OR NONCO NTINU ANCE OF YOUR FRANC HISE UNDER THE TERMS OF THE MISSO URI MOTOR VEHIC LE FRANC HISE PRACT ICES ACT IF YOU OPPOS E THIS ACTIO N."; and

c. The manuf actur er, distr ibuto r, or repre senta tive has recei ved the infor med, writt en conse nt of the affec ted franc hised deale r or the appro priat e perio d for the affec ted franc hised deale r to prote st the propo sed franc hise termi natio n or nonco ntinu ance has lapse d; or

d. If the affec ted franc hised deale r files a prote st with the admin istra tive heari ng commi ssion withi n (1) sixty days after recei ving notic e of the propo sed const ructi ve termi natio n or nonco ntinu ance or (2) withi n the time speci fied in such notic e, which ever is great er, the admin istra tive heari ng commi ssion deter mines that the party seeki ng to const ructi vely termi nate or not conti nue a franc hised deale r's franc hise as estab lishe d by a prepo ndera nce of the evide nce, at a heari ng calle d by the admin istra tive heari ng commi ssion , that there is good cause for the propo sed const ructi ve termi natio n or nonco ntinu ance.

(b) Whene ver a franc hised deale r files a timel y prote st to a propo sed franc hise const ructi ve termi natio n or nonco ntinu ance, the admin istra tive heari ng commi ssion shall notif y the party seeki ng to termi nate or not to conti nue the prote sting franc hised deale r's franc hise that a timel y prote st has been filed , that a heari ng is requi red in accor dance with this act, and that the party who gave the franc hised deale r notic e of const ructi ve termi natio n or nonco ntinu ation of the franc hise may not termi nate or refus e to conti nue the franc hise until the admin istra tive heari ng commi ssion issue s its final decis ion or order .

(c) If a franc hise is termi nated or not conti nued, anoth er franc hise in the same line- make will be estab lishe d withi n a reaso nable time unles s it is shown to the admin istra tive heari ng commi ssion by a prepo ndera nce of the evide nce that the commu nity or trade area canno t reaso nably suppo rt such a deale rship . If this showi ng is made, no franc hised deale r licen se shall be there after issue d in the same area unles s a poten tial franc hised deale r demon strat es a chang e in circu mstan ces that suppo rts the issua nce of such a licen se.

(6) Notwi thsta nding the terms of any franc hise agree ment:

(a) It shall be unlaw ful for any manuf actur er to condu ct a marke t study unles s:

a. The franc hised deale r is notif ied of the propo sed marke t study and the date it is to be comme nced; and

b. The affec ted franc hised deale r is provi ded a copy of the marke t study when compl eted.

(b) A marke t study condu cted by a manuf actur er canno t be used as the sole justi ficat ion for any termi natio n, const ructi ve termi natio n, nonco ntinu ance or revis ion of a franc hise.

(7) (a) Notwi thsta nding the terms of a franc hise, if a manuf actur er inten ds or propo ses to enter into a franc hise to estab lish an addit ional new motor vehic le franc hised deale r or to reloc ate an exist ing new motor vehic le franc hised deale r withi n or into a relev ant marke t area in which the same line- make of motor vehic le is then repre sente d, the manuf actur er fails to provi de at least sixty days advan ce writt en notic e to the motor vehic le commi ssion and to each new motor vehic le franc hised deale r of the same line- make in the relev ant marke t area, of the manuf actur er's inten tion to estab lish an addit ional new motor vehic le franc hised deale r or to reloc ate an exist ing new motor vehic le franc hised deale r withi n or into the relev ant marke t area. The notic e shall be sent by certi fied mail to each such party and shall inclu de the follo wing infor matio n:

a. The speci fic locat ion at which the addit ional or reloc ated motor vehic le franc hised deale r will be estab lishe d;

b. The date on or after which the addit ional or reloc ated motor vehic le franc hised deale r inten ds to comme nce busin ess at the propo sed locat ion;< p> c. The ident ity of all motor vehic le franc hised deale rs who are franc hised to sell the same line- make vehic les as the propo sed franc hised deale r and who have licen sed locat ions withi n the relev ant marke t area;

d. The names and addre sses, if avail able, of the owner s of and princ ipal inves tors in the propo sed addit ional or reloc ated motor vehic le franc hised deale rship ; and

e. The speci fic groun ds or reaso ns for the propo sed estab lishm ent of an addit ional motor vehic le franc hised deale r or reloc ation of an exist ing franc hised deale r.

f. Writt en notic e conta ining on the first page there of a consp icuou s state ment which reads as follo ws: "NOTI CE TO FRANC HISED DEALE R: YOU MAY BE ENTIT LED TO FILE A PROTE ST WITH THE MISSO URI ADMIN ISTRA TIVE HEARI NG COMMI SSION IN JEFFE RSON CITY, MISSO URI, AND HAVE A HEARI NG IN WHICH YOU MAY PROTE ST THE PROPO SED NEW MOTOR VEHIC LE FRANC HISE UNDER THE TERMS OF THE MISSO URI MOTOR VEHIC LE FRANC HISE PRACT ICES ACT IF YOU OPPOS E THIS ACTIO N."

(b) Withi n thirt y days after recei pt of the notic e under parag raph (a) of this subdi visio n, a new motor vehic le franc hised deale r so notif ied or entit led to notic e may file a petit ion with the admin istra tive heari ng commi ssion prote sting the propo sed estab lishm ent or reloc ation . The petit ion shall conta in a short state ment setti ng forth the reaso ns for the franc hised deale r's objec tion to the propo sed estab lishm ent or reloc ation . Upon the filin g of a prote st, the admin istra tive heari ng commi ssion shall promp tly notif y the manuf actur er that a timel y prote st has been filed . The manuf actur er shall not estab lish or reloc ate the new motor vehic le franc hised deale r until the admin istra tive heari ng commi ssion has held a heari ng and has deter mined that there is good cause for permi tting the propo sed estab lishm ent or reloc ation . When more than one prote st is filed again st the estab lishm ent or reloc ation of the same franc hised deale r, the admin istra tive heari ng commi ssion shall conso lidat e the heari ngs to exped ite dispo sitio n of the matte r.

(c) In deter minin g wheth er good cause exist s for permi tting the propo sed estab lishm ent or reloc ation of a new motor vehic le franc hised deale r of the same line- make, the admin istra tive heari ng commi ssion shall take into consi derat ion the exist ing circu mstan ces, inclu ding, but not limit ed to:

a. The exten t, natur e, and perma nency of the inves tment of both the exist ing motor vehic le franc hised deale rs of the same line- make in the relev ant marke t area and the propo sed addit ional or reloc ating new motor vehic le franc hised deale r, inclu ding oblig ation s reaso nably incur red by the exist ing franc hised deale rs to perfo rm their oblig ation s under their respe ctive franc hises ;

b. The growt h or decli ne in popul ation and new motor vehic le regis trati ons durin g the past five years in the relev ant marke t area;

c. The effec t on the consu ming publi c in the relev ant marke t area;

d. The effec t on the exist ing new motor vehic le franc hised deale rs in the relev ant marke t area, inclu ding any adver se finan cial impac t;

e. The reaso nably expec ted or antic ipate d vehic le marke t for the relev ant marke t area, inclu ding demog raphi c facto rs such as age of popul ation , incom e, educa tion, size class prefe rence , produ ct popul arity , retai l lease trans actio ns, or other facto rs affec ting sales to consu mers in the relev ant marke t area;

f. Wheth er it is injur ious or benef icial to the publi c welfa re for an addit ional new motor vehic le franc hised deale r to be estab lishe d;

g. Wheth er the new motor vehic le franc hised deale rs of the same line- make in the relev ant marke t area are provi ding adequ ate compe titio n and conve nient custo mer care for the motor vehic les of the same line- make in the relev ant marke t area, inclu ding the adequ acy of motor vehic le sales and servi ce facil ities , equip ment, suppl y of vehic le parts , and quali fied servi ce perso nnel;

h. Wheth er the estab lishm ent of an addit ional new motor vehic le franc hised deale r would incre ase compe titio n and be in the publi c inter est;< p> i. Wheth er the manuf actur er is motiv ated princ ipall y by good faith to estab lish an addit ional or new motor vehic le franc hised deale r and not by nonec onomi c consi derat ions;

j. Wheth er the manuf actur er has denie d its exist ing new motor vehic le franc hised deale rs of the same line- make the oppor tunit y for reaso nable growt h, marke t expan sion, estab lishm ent of a subag ency, or reloc ation ;

k. Wheth er the prote sting franc hised deale r or franc hised deale rs are in subst antia l compl iance with their franc hised deale r agree ments or franc hises ; and

l. Wheth er the manuf actur er has compl ied with the requi remen ts of secti ons 407.8 10 to 407.8 36.

In consi derin g the facto rs set forth in this secti on, the admin istra tive heari ng commi ssion shall give each facto r equal weigh t, and in makin g a deter minat ion as to wheth er good cause exist s for permi tting the propo sed estab lishm ent or reloc ation of a new motor vehic le franc hised deale r of the same line- make, the admin istra tive heari ng commi ssion must find that at least nine of the facto rs set forth in this secti on weigh in favor of the manuf actur er and in favor of the propo sed estab lishm ent or reloc ation of a new motor vehic le franc hised deale r.

< b> (d) This subdi visio n shall not apply to:

a. The reloc ation of an exist ing franc hised deale r withi n that franc hised deale r's relev ant marke t area if the reloc ation site is to be more than ten miles dista nt from any other franc hised deale r for the same line- make;

b. The reloc ation of an exist ing franc hised deale r withi n that franc hised deale r's relev ant marke t area if the reloc ation site is to be more dista nt than the exist ing site from all other franc hised deale rs of the same line- make in that relev ant marke t area; or

c. The reloc ation of an exist ing new motor vehic le franc hised deale r withi n two miles of the exist ing site of the reloc ating franc hised deale r.

(e) A manuf actur er shall not coerc e, threa ten, intim idate , or requi re a new motor vehic le franc hised deale r, as a condi tion of grant ing or renew ing a franc hise, to waive , limit , or discl aim a right that the franc hised deale r may have to prote st the estab lishm ent or reloc ation of anoth er motor vehic le franc hised deale r in the relev ant marke t area as provi ded in this secti on.

(8) Use any false , decep tive or misle ading adver tisin g.

(9) Notwi thsta nding the terms of any franc hise agree ment, preve nt any franc hised deale r from reaso nably chang ing the capit al struc ture of his deale rship or the means by or throu gh which he finan ces the opera tion there of, provi ded that the franc hised deale r meets reaso nable capit al requi remen ts.

(10) Notwi thsta nding the terms of any franc hise agree ment, fail to give effec t to or attem pt to preve nt any sale or trans fer of a franc hised deale r, deale rship or franc hise or inter est there in or manag ement there of unles s, after compl aint or prote st, it is demon strat ed to the admin istra tive heari ng commi ssion after heari ng that the resul t of any such sale or trans fer will be detri menta l to the publi c or repre senta tion of the manuf actur er or distr ibuto r.

< b> (11) Notwi thsta nding the terms of any franc hise agree ment, in the event of a propo sed sale or trans fer of a franc hised deale rship , the manuf actur er or distr ibuto r shall be permi tted to exerc ise a right of first refus al to acqui re the new vehic le franc hised deale r's asset s or owner ship, if such sale or trans fer is condi tione d upon the manuf actur er or franc hised deale r enter ing a franc hised deale r agree ment with the propo sed new owner or trans feree , but only if all the follo wing requi remen ts are met:< p> (a) The manuf actur er or distr ibuto r must notif y the franc hised deale r in writi ng withi n forty -five days of its recei pt of the compl eted propo sal for the propo sed sale trans fer;< p> (b) The exerc ise of the right of first refus al will resul t in the franc hised deale r and franc hised deale r's owner s recei ving the same or great er consi derat ion as they have contr acted to recei ve in conne ction with the propo sed chang e of owner ship or trans fer;< p> (c) The trans fer or sale of the deale rship 's asset s does not invol ve the trans fer or sale to a membe r or membe rs of the famil y of one or more franc hised deale r owner s, or to a quali fied manag er or a partn ershi p or corpo ratio n contr olled by such perso ns; and

(d) The manuf actur er or distr ibuto r agree s to pay the reaso nable expen ses, inclu ding attor ney's fees which do not excee d the usual , custo mary, and reaso nable fees charg ed for simil ar work done for other clien ts, incur red by the propo sed new owner and trans feree prior to the manuf actur er's or distr ibuto r's exerc ise of its right of first refus al in negot iatin g and imple menti ng the contr act for the propo sed sale or trans fer of the deale rship or deale rship asset s. Notwi thsta nding the foreg oing, no payme nt of such expen ses and attor ney's fees shall be requi red if the franc hised deale r has not submi tted or cause d to be submi tted an accou nting of those expen ses withi n thirt y days of the franc hised deale r's recei pt of the manuf actur er's or distr ibuto r's writt en reque st for such an accou nting . Such accou nting may be reque sted by a manuf actur er or distr ibuto r befor e exerc ising its right of first refus al.

(12) Notwi thsta nding the terms of any franc hise agree ment, requi re or attem pt to requi re that a franc hised deale r assig n to or act as an agent for any manuf actur er, distr ibuto r or repre senta tive in the secur ing of promi ssory notes and secur ity agree ments given in conne ction with the sale or purch ase of new motor vehic les or the secur ing of polic ies of insur ance on or havin g to do with the opera tion of vehic les sold.

(13) Notwi thsta nding the terms of any franc hise agree ment, fail or refus e, after compl aint and heari ng, to perfo rm the oblig ation s place d on the manuf actur er in conne ction with the deliv ery, prepa ratio n and warra nty of a new motor vehic le as provi ded in the manuf actur er's warra nty, prepa ratio n, and deliv ery agree ments on file with the motor vehic le commi ssion .

(14) Opera te as a manuf actur er, distr ibuto r, or repre senta tive witho ut a curre ntly valid licen se from the motor vehic le commi ssion or other wise viola te this act or rules promu lgate d by the motor vehic le commi ssion .

(15) Notwi thsta nding the terms of any franc hise agree ment, to preve nt or refus e to honor the succe ssion to a deale rship by any legal heir or devis ee under the will of a franc hised deale r or under the laws of desce nt and distr ibuti on of this state unles s it is shown to the admin istra tive heari ng commi ssion , after notic e and heari ng, that the resul t of such succe ssion will be detri menta l to the publi c inter est and to the repre senta tion of the manuf actur er or distr ibuto r; provi ded, howev er, nothi ng herei n shall preve nt a franc hised deale r, durin g his lifet ime, from desig natin g any perso n as his succe ssor franc hised deale r, by writt en instr ument filed with the manuf actur er or distr ibuto r.

(16) Notwi thsta nding the terms of any franc hise agree ment, requi re that a franc hised deale r pay or assum e, direc tly or indir ectly , any part of any refun d, rebat e, disco unt, or other finan cial adjus tment made by the manuf actur er, distr ibuto r, or repre senta tive to, or in favor of, any custo mer of a franc hised deale r, unles s volun taril y agree d to by such franc hised deale r.

(17) Notwi thsta nding the terms of any franc hise agree ment, deny or withh old appro val of a writt en appli catio n to reloc ate a franc hise unles s (A) the appli cant has recei ved writt en notic e of the denia l or withh oldin g of appro val withi n sixty days after the recei pt of the appli catio n conta ining infor matio n reaso nably neces sary to enabl e the manuf actur er or distr ibuto r to adequ ately evalu ate the appli catio n; and (B) the appli cant files a prote st with the admin istra tive heari ng commi ssion and the manuf actur er or distr ibuto r estab lishe s by a prepo ndera nce of the evide nce at a heari ng calle d by the admin istra tive heari ng commi ssion that the groun ds for the denia l or withh oldin g of appro val of the reloc ation are reaso nable .

(18) Notwi thsta nding the terms of any franc hise agree ment, fail to pay to a franc hised deale r or any lienh older any of the follo wing in accor dance with such franc hised deale r's or lienh older 's respe ctive inter est after the termi natio n of a franc hise:

(a) The franc hised deale r cost of each new motor vehic le in the franc hised deale r's inven tory with milea ge of six thous and miles or less, reduc ed by the net disco unt value of each, where "net disco unt value " is deter mined accor ding to the follo wing formu la: net cost multi plied by total milea ge divid ed by one hundr ed thous and, and where "net cost" equal s the franc hised deale r cost plus any charg es by the manuf actur er, distr ibuto r, or repre senta tive for distr ibuti on, deliv ery, and taxes , less all allow ances paid to the franc hised deale r by the manuf actur er, distr ibuto r, or repre senta tive for new, unsol d, undam aged, and compl ete motor vehic les of the curre nt model year or one year prior to the curre nt model year in the franc hised deale r's inven tory, excep t that if a vehic le canno t be reduc ed by the net disco unt value , the manuf actur er or distr ibuto r shall pay the franc hised deale r the net cost of the vehic le;

(b) The franc hised deale r cost of each new, unuse d, undam aged, and unsol d part or acces sory if the part or acces sory is in the curre nt parts catal ogue and is still in the origi nal, resal able merch andis ing packa ge and in unbro ken lots, excep t that in the case of sheet metal a compa rable subst itute for the origi nal packa ge may be used, and if the part or acces sory was purch ased by the franc hised deale r eithe r direc tly from the manuf actur er or distr ibuto r or from an outgo ing autho rized franc hised deale r as a part of the franc hised deale r's initi al inven tory;

(c) The fair marke t value of each undam aged sign owned by the franc hised deale r which bears a trade mark or trade name used or claim ed by the manuf actur er, distr ibuto r, or repre senta tive if the sign was purch ased from or purch ased at the reque st of the manuf actur er, distr ibuto r, or repre senta tive;

(d) The fair marke t value of all speci al tools , data proce ssing equip ment, and autom otive servi ce equip ment owned by the franc hised deale r which were recom mende d in writi ng and desig nated as speci al tools and equip ment and purch ased from or purch ased at the reque st of the manuf actur er, distr ibuto r, or repre senta tive, if the tools and equip ment are in usabl e and good condi tion excep t for reaso nable wear and tear;

(e) The cost of trans porti ng, handl ing, packi ng, stori ng, and loadi ng of any prope rty subje ct to repur chase under this secti on;

(f) Excep t as provi ded by this parag raph, any sums due as provi ded by parag raph (a) of this subdi visio n shall be paid withi n sixty days after termi natio n of a franc hise and any sums due as provi ded by parag raphs (b) throu gh (e) of this subdi visio n shall be paid withi n ninet y days after termi natio n of a franc hise. As a condi tion of payme nt, the franc hised deale r is to compl y with reaso nable requi remen ts with respe ct to the retur n of inven tory as are set out in the terms of the franc hise agree ment. A manuf actur er or distr ibuto r shall reimb urse a franc hised deale r for the franc hised deale r's cost for stori ng any prope rty cover ed by this subdi visio n begin ning ninet y days follo wing termi natio n. A manuf actur er or distr ibuto r shall reimb urse a franc hised deale r for the franc hised deale r's cost of stori ng any prope rty cover ed by this subdi visio n befor e the expir ation of ninet y days from the date of termi natio n if the franc hised deale r notif ies the manuf actur er or distr ibuto r of the comme nceme nt of stora ge charg es withi n that perio d. On recei pt of notic e of the comme nceme nt of stora ge charg es, a manuf actur er or distr ibuto r may immed iatel y take posse ssion of the prope rty in quest ion by repur chasi ng the prope rty as provi ded by this subdi visio n. A manuf actur er, distr ibuto r, or repre senta tive who fails to pay those sums withi n the presc ribed time or at such time as the franc hised deale r and lien holde r, if any, proff er good title prior to the presc ribed time for payme nt, is liabl e to the franc hised deale r for:< p> a. The great est of franc hised deale r cost, fair marke t value , or curre nt price of the inven tory;

b. Inter est on the amoun t due calcu lated at the rate appli cable to a judgm ent of a court ; and

c. Reaso nable attor ney's fees and costs .

(19) Notwi thsta nding the terms of any franc hise agree ment, chang e its distr ibuto r, its metho d of distr ibuti on of its produ cts in this state , or its busin ess struc ture or owner ship in a manne r that resul ts in the termi natio n or nonco ntinu ance of a franc hise witho ut good cause . The manuf actur er, distr ibuto r, or repre senta tive shall issue the same notic e to the franc hised deale r and to the motor vehic le commi ssion as is provi ded in subdi visio ns (3) and (4) of this subse ction and said same proce dures shall apply to the parti es.

(20) Notwi thsta nding the terms of any franc hise agree ment, requi re a franc hised deale r to submi t to arbit ratio n on any issue unles s the franc hised deale r and the manuf actur er, distr ibuto r, or repre senta tive and their respe ctive couns el agree to arbit rate after a contr overs y arise s. The arbit rator shall apply the provi sions of this act in resol ving the perti nent contr overs y. Eithe r party may appea l a decis ion of an arbit rator to the admin istra tive heari ng commi ssion on the groun d that the arbit rator faile d to apply this act to the contr overs y.

(21) Notwi thsta nding the terms of any franc hise agree ment, requi re that a franc hised deale r join, contr ibute to, or affil iate with, direc tly or indir ectly , any adver tisin g assoc iatio n.

(22) Notwi thsta nding the terms of any franc hise agree ment:

(a) Requi re adher ence to unrea sonab le sales or servi ce stand ards;

(b) Direc tly or indir ectly , discr imina te again st a franc hised deale r or other wise treat franc hised deale rs diffe rentl y as a resul t of a formu la or other calcu latio n or proce ss inten ded to gauge the perfo rmanc e of a franc hised deale rship , excep t a sales conte st or other recog nitio n progr am based on reaso nable sales and servi ce crite ria;< p> (c) Unrea sonab ly requi re that a franc hised deale r purch ase speci al tools or equip ment or under go speci al train ing; or

(d) Fail to compe nsate a franc hised deale r for all costs incur red by the franc hised deale r as requi red by the manuf actur er in compl ying with the terms of a produ ct recal l by the manuf actur er or distr ibuto r, inclu ding the costs , if any, incur red by the franc hised deale r in notif ying vehic le owner s of the exist ence of the recal l.

(23) Discr imina te unrea sonab ly betwe en or among franc hisee s in the sale of a motor vehic le owned by the manuf actur er or distr ibuto r.

(24) Direc tly or indir ectly , or throu gh a subsi diary or agent , requi re, as a condi tion for obtai ning finan cing for a motor vehic le, the purch aser of a motor vehic le to purch ase any produ ct other than the motor vehic le from the manuf actur er or distr ibuto r, or from an entit y owned or contr olled by the manuf actur er or distr ibuto r.

(25) Direc tly or indir ectly , or throu gh a subsi diary or agent , requi re, as a condi tion of its or its subsi diary 's agree ment to provi de finan cing for a motor vehic le, that any insur ance polic y or servi ce contr act purch ased by the motor vehic le purch aser be purch ased from a speci fic sourc e.

(26) Compe l a franc hised deale r eithe r direc tly or throu gh a finan cing subsi diary of the manuf actur er or distr ibuto r, to agree to unrea sonab le opera ting requi remen ts as to site contr ol, or direc tly or indir ectly termi nate a franc hised deale r throu gh the actio ns of a finan cing subsi diary of the manuf actur er or distr ibuto r. This subdi visio n does not limit the right of a finan cing entit y to engag e in busin ess pract ices in accor dance with the usage of trade in retai l and whole sale motor vehic le finan cing. < p> (27) Opera te as a franc hised deale r excep t on a tempo rary basis and only if:

(a) The deale rship was previ ously owned by a franc hised deale r and is curre ntly for sale at a reaso nable price ; or

(b) The manuf actur er, distr ibuto r, or repre senta tive opera tes the deale rship in a bona fide relat ionsh ip with a franc hise deale r who is requi red to make a signi fican t inves tment in the deale rship , subje ct to loss, and who reaso nably expec ts to acqui re full owner ship of the deale rship under reaso nable terms and condi tions .

(28) Notwi thsta nding the terms of a franc hise agree ment, deny or withh old appro val of a franc hised deale r's appli catio n to add a line- make or parts or produ cts relat ed to that line- make unles s, withi n sixty days of recei pt of the franc hised deale r's writt en appli catio n to add the line- make the manuf actur er or distr ibuto r gives the franc hised deale r writt en notic e of the denia l or withh oldin g of appro val. After recei pt of notic e, the franc hised deale r may file a prote st with the admin istra tive heari ng commi ssion . If the franc hised deale r files a prote st, the admin istra tive heari ng commi ssion may uphol d the manuf actur er's or distr ibuto r's decis ion to deny or withh old appro val of the addit ion of the line- make only if the manuf actur er or distr ibuto r prove s by a prepo ndera nce of the evide nce that the denia l or withh oldin g of appro val was reaso nable . In deter minin g wheth er the manuf actur er or distr ibuto r has met its burde n to show that its denia l or withh oldin g or appro val is reaso nable , the admin istra tive heari ng commi ssion shall consi der all exist ing circu mstan ces, inclu ding, witho ut limit ation s, the follo wing:

(a) The franc hised deale r's sales in relat ion to the sales in the marke t;

(b) The franc hised deale r's inves tment and oblig ation s;

(c) Injur y to the publi c welfa re by denia l or withh oldin g of appro val of the addit ion of a new line- make;

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

(e) Wheth er warra nties are being honor ed by the franc hised deale r agree ment;

(f) The franc hised deale r's compl iance with their franc hise agree ment;

(g) 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, issue s of the reaso nable ness of the franc hise agree ment' s terms , and the relat ive barga ining power of the parti es to such agree ment;

(h) Wheth er the franc hised deale r compl ies with reaso nable capit aliza tion requi remen ts or will be able to compl y with reaso nable capit aliza tion requi remen ts withi n a reaso nable time;

(i) The harm, if any, to the manuf actur er if the denia l or withh oldin g of appro val is not uphel d; and

(j) The harm, if any, to the franc hised deale r if the denia l or withh oldin g of appro val is uphel d.

[407. 825. The perfo rmanc e, wheth er by act or omiss ion, by a motor vehic le franc hisor of any or all of the follo wing activ ities enume rated in this secti on are hereb y defin ed as unlaw ful pract ices, the remed ies for which are set forth in secti on 407.8 35:

(1) To engag e in any condu ct which is capri cious , in bad faith , or uncon scion able and which cause s damag e to a motor vehic le franc hisee or to the publi c; provi ded, that good faith condu ct engag ed in by motor vehic le franc hisor s as selle rs of new motor vehic les or parts or as holde rs of secur ity inter est there in, in pursu it of right s or remed ies accor ded to selle rs of goods or to holde rs of secur ity inter ests under the provi sions of chapt er 400, RSMo, unifo rm comme rcial code, shall not const itute unfai r pract ices under secti ons 407.8 10 to 407.8 35;

(2) To coerc e any motor vehic le franc hisee to accep t deliv ery of any new motor vehic le or vehic les, equip ment, parts or acces sorie s there for, or any other commo dity or commo ditie s which such motor vehic le franc hisee has not order ed after such motor vehic le franc hisee has rejec ted such commo dity or commo ditie s. It shall not be deeme d a viola tion of this secti on for a motor vehic le franc hisor to requi re a motor vehic le franc hisee to have an inven tory of parts , tools , and equip ment reaso nably neces sary to servi ce the motor vehic les sold by a motor vehic le franc hisor ; or new motor vehic les reaso nably neces sary to meet the deman ds of deale rs or the publi c or to displ ay to the publi c the full line of a motor vehic le franc hisor 's produ ct line;

(3) To unrea sonab ly refus e to deliv er in reaso nable quant ities and withi n a reaso nable time after recei pt of order s for new motor vehic les, such motor vehic les as are so order ed and as are cover ed by such franc hise and as are speci fical ly publi cly adver tised by such motor vehic le franc hisor to be avail able for immed iate deliv ery; provi ded, howev er, the failu re to deliv er any motor vehic le shall not be consi dered a viola tion of secti ons 407.8 10 to 407.8 35 if such failu re be due to an act of God, work stopp age, or delay due to a strik e or labor diffi culty , short age of produ cts or mater ials, freig ht delay s, embar go or other cause of which such motor vehic le franc hisor shall have no contr ol;

(4) To coerc e any motor vehic le franc hisee to enter into any agree ment with such motor vehic le franc hisor or to do any other act preju dicia l to such motor vehic le franc hisee , by threa tenin g to cance l any franc hise or any contr actua l agree ment exist ing betwe en such motor vehic le franc hisor and motor vehic le franc hisee ; provi ded, howev er, that notic e in good faith to any motor vehic le franc hisee of such motor vehic le franc hisee 's viola tion of any provi sions of such franc hise or contr actua l agree ment shall not const itute a viola tion of secti ons 407.8 10 to 407.8 35;

(5) To termi nate or cance l the franc hise or selli ng agree ment of any motor vehic le franc hisee excep t a termi natio n or cance llati on made by reaso n of a subst antia l defau lt by such franc hisee in the perfo rmanc e of such motor vehic le franc hisee 's reaso nable and lawfu l oblig ation s to such motor vehic le franc hisor under the franc hise. The nonre newal of a motor vehic le franc hise or selli ng agree ment shall const itute an unfai r termi natio n or cance llati on, regar dless of the terms or provi sions of such franc hise or selli ng agree ment unles s it is not renew ed by reaso n of

(a) A subst antia l defau lt by such motor vehic le franc hisee in the perfo rmanc e of such motor vehic le franc hisee 's reaso nable and lawfu l oblig ation s to such motor vehic le franc hisor under the nonre newed franc hise or selli ng agree ment, 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 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> 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.