130th Ohio General Assembly
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S. B. No. 204  As Introduced
As Introduced

128th General Assembly
Regular Session
2009-2010
S. B. No. 204


Senator Wagoner 

Cosponsors: Senators Carey, Gibbs, Grendell, Husted, Jones, Morano, Niehaus, Patton, Schaffer, Widener, Schuring 



A BILL
To amend sections 4517.52, 4517.54, 4517.55, 4517.57, and 4517.59 and to enact section 4517.541 of the Revised Code relative to the termination of franchises and prohibited acts under the Motor Vehicle Dealers Law.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 4517.52, 4517.54, 4517.55, 4517.57, and 4517.59 be amended and section 4517.541 of the Revised Code be enacted to read as follows:
Sec. 4517.52.  (A) Each franchisor shall fulfill warranty and recall obligations of repairing and servicing motor vehicles, including all parts and components manufactured for installation in any motor vehicle.
(B) Each franchisor shall compensate each of its franchisees for labor and parts used to fulfill warranty and recall obligations of repair and servicing at rates not less than the rates charged by the franchisee to its retail customers for like service and parts for nonwarranty work.
(C) A franchisor shall not otherwise recover its costs for reimbursing a franchisee for parts and labor pursuant to this section.
Sec. 4517.54.  (A) Notwithstanding the terms, provisions, or conditions of an existing franchise, no franchisor shall terminate, cancel, or fail to continue or renew a franchise except for good cause. This section governs any action or intent to terminate, cancel, discontinue, or not renew a franchise whether the franchise was entered into prior to or after the effective date of this amendment.
(B) Each Except as otherwise provided in section 4517.541 of the Revised Code, each franchisor proposing to terminate, cancel, discontinue, or not renew a franchise shall send written notice by certified mail of the proposed action to the franchisee at such time as may be necessary to ensure that the notice is received no later than ninety one hundred eighty days before the effective date of the proposed action, or no later than fifteen ninety days before the effective date of the proposed action when the proposed action is based upon any of the following:
(1) Insolvency of the franchisee, or filing of any petition by or against the franchisee under any bankruptcy or receivership law;
(2) Any unlawful business practice after written warning thereof;
(3) The franchisee has ceased business operations.
Each notice shall set forth the specific grounds for the proposed termination or refusal to continue or renew.
(C) Prior to the effective date of the proposed action, a franchisee receiving written notice from a franchisor proposing to terminate, cancel, discontinue, or not renew a franchise may file a protest with the board against the franchisor's proposed action. When such a protest has been filed, the board shall inform the franchisor that a timely protest has been filed and that a hearing is required pursuant to section 4517.57 of the Revised Code.
(D) A franchisor shall not terminate, cancel, discontinue, or fail to renew a franchise before the holding of a hearing on any protest filed under this section, or after the hearing, if the board determines that good cause does not exist to terminate, cancel, discontinue, or not renew the franchise.
Sec. 4517.541.  (A) Each franchisor proposing to terminate, cancel, discontinue, or not renew a franchise based upon any of the following shall send written notice by certified mail of the proposed action to the franchisee at such time as may be necessary to ensure that the notice is received not later than twelve months before the effective date of the proposed action, unless prohibited by law or regulation:
(1) As a result of any change in ownership, operation, or control of all or any part of the business of the manufacturer, factory branch, distributor, or distributor branch, whether by sale or transfer of assets, corporate stock or other equity interest, assignment, merger, consolidation, combination, joint venture, redemption, operation of law, or otherwise;
(2) The termination, suspension, or cessation of a part or all of the business operations of the manufacturer, factory branch, distributor, or distributor branch;
(3) Discontinuance of the sale of a product line, series, brand or class of vehicles or a change in distribution system by the manufacturer, whether through a change in distributors or the manufacturer's decision to cease conducting business through a distributor altogether.
(B) Each notice described in division (A) of this section shall set forth the specific grounds for the proposed termination, cancellation, or refusal to continue or renew. If the manufacturer fails to provide notice at least twelve months before the effective date of the proposed action, the manufacturer shall pay liquidated damages equal to the value of the franchise as of the date notice was required by this section.
(C) Except as provided in division (C)(6)(c) of this section, upon the termination, cancellation, discontinuance, or nonrenewal of any franchise by the franchisor pursuant to this section, or upon a voluntary termination by a franchisee, the manufacturer shall pay fair and reasonable compensation to the new motor vehicle dealer for at least the following:
(1) New motor vehicle inventory, regardless of model year, that has been acquired from the manufacturer or in trade from another motor vehicle dealer, determined as follows:
(a) For each vehicle driven five hundred miles or less, the net cost;
(b) For each vehicle driven more than five hundred miles, whichever of the following that applies:
(i) Unless division (C)(1)(b)(ii) of this section applies, the net cost reduced by the net discount value of each vehicle;
(ii) If the vehicle cannot be reduced by the net discount value, the net cost of the vehicle.
(2) Unused, undamaged, and unsold supplies and parts purchased from the manufacturer or a source recommended or approved by the franchisor, at the new motor vehicle dealer's net acquisition cost, provided such supplies and parts are currently offered for sale by the manufacturer or distributor in its current parts catalogs and are in salable condition;
(3) Equipment, signs, and furnishings that have not been altered or damaged and that have been required by the manufacturer or distributor to be purchased by the new motor vehicle dealer from the manufacturer or distributor, or their approved sources as follows:
(a) The manufacturer shall purchase from the new motor vehicle dealer each undamaged sign at a fair market price, if the sign bears a common name, trade name, or trademark of the manufacturer; the manufacturer required that the dealer acquire the sign; and the sign was acquired by the dealer from the grantor or from a source approved by the manufacturer.
(b) The manufacturer shall purchase from the new motor vehicle dealer at a fair market price poles or other hardware used to erect a sign if the manufacturer required that the sign be free standing and not include a trademark or trade name other than that of the manufacturer.
(c) Fair market price under division (C)(3) of this section is rebuttably presumed to be equal to the new motor vehicle dealer's original cost, reduced by one-tenth of the original cost for each year of ownership.
(4) Special tools that have not been altered or damaged and that the manufacturer or distributor required the new motor vehicle dealer to purchase from the manufacturer or distributor, or their approved sources, at whichever of the following value applies:
(a) The new motor vehicle dealer's net acquisition cost, if the item was acquired in the twelve months immediately preceding the effective date of the termination, cancellation, discontinuance, nonrenewal, or voluntary termination;
(b) The greater of the fair market value or seventy-five per cent of the new motor vehicle dealer's net acquisition cost, if the item was acquired more than twelve but less than twenty-four months immediately preceding the effective date of the termination, cancellation, discontinuance, nonrenewal, or voluntary termination;
(c) The greater of the fair market value or fifty per cent of the new motor vehicle dealer's net acquisition cost, if the item was acquired twenty-four or more but less than thirty-six months immediately preceding the effective date of the termination, cancellation, discontinuance, nonrenewal, or voluntary termination;
(d) The greater of the fair market value or twenty-five per cent of the new motor vehicle dealer's net acquisition cost, if the item was acquired thirty-six or more but less than sixty months immediately preceding the effective date of the termination, cancellation, discontinuance, nonrenewal, or voluntary termination;
(e) Fair market value, if the item was acquired sixty or more months immediately preceding the effective date of the termination, cancellation, discontinuance, nonrenewal, or voluntary termination.
(5) The new motor vehicle dealer's cost of handling, packing, loading, and transporting an item described in divisions (C)(1) to (4) of this section for return to the franchisor;
(6)(a) Subject to divisions (C)(6)(b) and (c) of this section, fair market value of the franchise that is at least equivalent to the highest fair market value of the franchise on the following dates:
(i) The date the manufacturer announces the action that results in termination, cancellation, discontinuance, nonrenewal, or voluntary termination;
(ii) The date the action that results in termination, cancellation, discontinuance, nonrenewal, or voluntary termination first became general knowledge;
(iii) The day twelve months prior to the date on which the notice of termination, cancellation, discontinuance, or nonrenewal is issued;
(iv) The date the franchisee provides the franchisor with written notice of the voluntary termination.
(b) If the termination, cancellation, discontinuance, or nonrenewal is due to a manufacturer's change in distributors, the manufacturer may avoid paying fair market value to the dealer if the new distributor or the manufacturer offers the dealer a franchise agreement with terms acceptable to the dealer.
(c) The manufacturer is not required to pay fair market value of the franchise if the termination, discontinuance, nonrenewal, or cancellation of the franchise agreement is the result of the voluntary act of the new motor vehicle dealer. Notwithstanding the terms of any contract or agreement, any dealer's termination or resignation shall not be deemed to be voluntary if that termination or resignation occurred under the manufacturer's threat of termination, cancellation, discontinuance, or nonrenewal of the franchise.
(D) The manufacturer shall pay the fair and reasonable compensation for the items described in division (C) of this section within thirty days after the effective date of termination, cancellation, discontinuance, nonrenewal, or voluntary termination, provided the new motor vehicle dealer will thereafter be able to present clear title to the property within a reasonable period of time. The manufacturer shall pay or reimburse the dealer for any costs of storing, insuring, and floor planning any of the property described in division (C) of this section from the effective date of termination until the date the property is transported, in addition to transportation charges associated with the manufacturer's repurchase obligations. The manufacturer shall not charge the dealer any handling, restocking, or other similar costs or fees associated with items repurchased by the manufacturer under division (C) of this section.
(E) Dealership facilities assistance shall be paid as follows:
(1) If the new motor vehicle dealer is leasing the dealership facilities from the manufacturer or a subsidiary thereof, the manufacturer or subsidiary shall forgive any future lease obligations.
(2) Subject to division (E)(4) of this section, if the new motor vehicle dealer is leasing the dealership facilities from a lessor other than the manufacturer, the manufacturer shall pay the new motor vehicle dealer a sum equivalent to the rent for the unexpired term of the lease or two years' rent, whichever is less, or such longer term as is provided in the franchise agreement between the dealer and manufacturer.
(3) Subject to division (E)(4) of this section, if the new motor vehicle dealer owns the dealership facilities, the manufacturer shall pay the new motor vehicle dealer a sum equivalent to the reasonable rental value of the dealership facilities for two years.
(4) In order to be entitled to facilities assistance from the manufacturer as provided in divisions (E)(2) and (3) of this section, the new motor vehicle dealer shall mitigate damages by listing the dealership facilities for lease or sublease with a licensed real estate agent or retail industry broker within thirty days after the effective date of the termination of the franchise and thereafter by reasonably cooperating with the real estate agent or retail industry broker in the performance of the agent's or broker's duties. If the dealer is able to lease or sublease the dealership facilities, the dealer shall pay the manufacturer the net revenue received from the mitigation up to the total amount of facilities assistance that the dealer has received from the manufacturer pursuant to division (E)(2) or (3) of this section.
(5) If the termination relates to fewer than all of the franchises operated by the new motor vehicle dealer at a single location, the amount of facilities assistance that the manufacturer is required to pay the dealer under division (E) of this section shall be based on the proportion of gross revenue received from the sale and lease of new vehicles by the dealer and from the dealer's parts and service operations during the three years immediately preceding the effective date of the termination, or any shorter period that the dealer may have held these franchises, of the line-makes being terminated, in relation to the gross revenue received from the sale and lease of all line-makes of new vehicles by the dealer and from the total of the dealer's and parts and service operations from this location during the same three-year period.
(6) The manufacturer shall pay the dealership facilities assistance under division (E) of this section within thirty days after the effective date of termination, cancellation, discontinuance, or nonrenewal.
(7) The manufacturer is not required to pay dealership facilities assistance if the termination, discontinuance, nonrenewal, or cancellation of the franchise agreement is the result of the voluntary act of the new motor vehicle dealer. Notwithstanding the terms of any contract or agreement, any dealer's termination or resignation shall not be deemed to be voluntary if that termination or resignation occurred under the manufacturer's threat of termination, cancellation, discontinuance, or nonrenewal of the franchise.
(F) A franchise shall continue in full force and operation notwithstanding a change, in whole or in part, of an established plan of distribution or system of distribution of the motor vehicles offered for sale under the franchise. The appointment of a new manufacturer, factory branch, distributor, or distributor branch for motor vehicles offered for sale under the franchise agreement shall be considered to be a change of an established plan of distribution or system of distribution.
(G) Disputes arising between a manufacturer or distributor and a new motor vehicle dealer under this section shall be resolved by a court of competent jurisdiction and not by the motor vehicle dealers board.
(H) Nothing in this section shall be construed as prohibiting a manufacturer or distributor from changing, adding or deleting models, specifications, model names, numbers or identifying marks, or similar characteristics of the new vehicles it markets, provided that the change, addition, or deletion does not result in the termination or discontinuance of a distinct series, line, brand, or class of new vehicle.
(I) As used in this section:
(1) "Discontinuation of a product line, series, brand, or class" includes a reduction in products manufactured or made available for sale through a new motor vehicle that results in a substantial impairment of the viability of the franchise.
(2) "Net cost" means the franchised dealer cost for a new and unsold motor vehicle in a dealer's inventory plus any charges by the manufacturer or distributor for destination, distribution, or delivery, and taxes, less all allowances paid or credited to the franchised dealer by the manufacturer or distributor, and less an amount equal to the diminution in wholesale value caused by damages to the new motor vehicle before the motor vehicle dealer delivers the new motor vehicle to the manufacturer.
(3) "Net discount value" is the net cost multiplied by the total mileage, exclusive of mileage placed on the motor vehicle before it was delivered to a dealer, divided by one hundred thousand.
(4) "Product line" is a line-make produced by a manufacturer.
Sec. 4517.55.  (A) In determining whether good cause has been established by the franchisor for terminating, cancelling, or failing to continue or renew a franchise, the motor vehicle dealers board shall take into consideration the existing circumstances, including, but not limited to:
(1) The amount of retail sales transacted by the franchisee during a five-year period immediately preceding such notice as compared to the business available to the franchisee;
(2) The investment necessarily made and obligations incurred by the franchisee to perform its part of the franchise;
(3) The permanency of the franchisee's investment;
(4) Whether it is injurious or beneficial to the public interest for the franchise to be modified or replaced, or the business of the franchisee disrupted;
(5) Whether the franchisee has adequate motor vehicle sales and service facilities, equipment, vehicle parts, and qualified service personnel to reasonably provide for the needs of the consumers for the motor vehicles handled by the franchisee, and is rendering adequate service to the public;
(6) Whether the franchisee fails to fulfill the warranty obligations of the franchisor required to be performed by the franchisee;
(7) The extent and materiality of the franchisee's failure to comply with the terms of the franchise and the reasonableness and fairness of the franchise terms;
(8) Whether the owners of the new motor vehicle dealer had actual knowledge of the facts and circumstances upon which termination is based;
(9) Whether the proposed termination constitutes discriminatory enforcement of the franchise agreement.
(B) Notwithstanding the terms, conditions, or provisions of any franchise or waiver, the following do not constitute sufficient good cause for terminating, cancelling, or failing to continue or renew a franchise:
(1) Refusal by the franchisee to purchase or accept delivery of any new motor vehicle, parts, accessories, or any other commodity or service not ordered by the franchisee;
(2) The fact that the franchisee or the owner of any interest therein, owns, has an investment in, participates in the management of, or holds a license for the sale of the same or any other line-make of new motor vehicle;
(3) The sale, transfer, or issuance of any equity or debenture issue, or the transfer or issuance of any security or shares of stock in a new motor vehicle dealer to any person, whenever the sale, issuance, or transfer does not result in a change in the controlling ownership of the dealership;
(4) A change by the franchisee in the administrative or executive management of the dealership;
(5) Failure of the franchisee to achieve any unreasonable or discriminatory performance criteria;
(6) A loss of trust by the franchisor absent circumstances or facts that would be a material breach of the franchise agreement and that material breach is known and ratified by the owners of the new motor vehicle dealer;
(7) A change, in whole or in part, of an established plan of distribution or system of distribution of the motor vehicles offered for sale under the franchise. The appointment of a new manufacturer, factory branch, distributor, or distributor branch for motor vehicles offered for sale under the franchise agreement shall be considered to be a change of an established plan or system of distribution.
(8) A change in ownership, operation, or control of all or any part of the business of the manufacturer, factory branch, distributor, or distributor branch whether by sale or transfer of assets, corporate stock or other equity interest, assignment, merger, consolidation, combination, joint venture, redemption, operation of law or otherwise;
(9) The termination, suspension, or cessation of a part or all of the business operations of the manufacturer, factory branch, distributor, or distributor branch;
(10) Discontinuance of the sale of the product line or a change in distribution system by the manufacturer whether through a change in distributors or the manufacturer's decision to cease conducting business through a distributor altogether;
(11) The failure of a franchisee to maintain a motor vehicle floor plan line of credit, unless the franchisee fails to maintain a floor plan line of credit for one hundred twenty days or longer;
(12) The export of new motor vehicles to a foreign country, absent evidence that the dealer had actual knowledge that the vehicle was purchased for export. There shall be a rebuttable presumption that a dealer does not have actual knowledge that a vehicle was purchased for export if the vehicle is titled in the United States.
Sec. 4517.57.  (A) Upon receiving a notice of protest pursuant to section 4517.50, 4517.53, 4517.54, or 4517.56 of the Revised Code, the motor vehicle dealers board shall set a time, which shall be within one hundred eighty days of such order, and place of hearing and send by certified mail a copy of the order to the franchisor, the protesting franchisee or dealer organization, and all individuals and groups that have requested notification by the board of protests to and decisions of the board. Subject to sections 119.01 to 119.13 of the Revised Code, the board shall designate an attorney at law as a hearing officer, who shall hear and consider the oral and documented evidence introduced by the parties and other interested individuals and groups, and issue his findings and recommendations to the board within thirty days following the close of the hearing.
(B) The parties may engage in discovery, prior to the hearing, in accordance with the Rules of Civil Procedure. The hearing examiner may continue the hearing date, beyond one hundred eighty days of the board's order, by agreement of the parties, or upon a finding of good cause, including but not limited to the failure of either party to allow relevant discovery.
(C) In any hearing on a protest filed pursuant to section 4517.50, 4517.53, 4517.54, or 4517.56 of the Revised Code, the franchisor shall have the burden of going forward and of persuasion to establish that there is good cause for the franchisor: to establish or relocate an additional motor vehicle dealer; to terminate, cancel, discontinue, or not renew a franchise; to fail or refuse to approve a sale or transfer of all or a controlling interest in a franchise; or that recall reimbursement schedules or formulas or the schedules of compensation are reasonable.
(D) Only the public members of the board and the hearing officer designated by the board shall participate in, deliberate on, hear, consider, or decide any matter filed pursuant to section 4517.50, 4517.53, 4517.54, or 4517.56 of the Revised Code. The public members shall act by majority vote.
(E) In any hearing filed under section 4517.50, 4517.53, 4517.54, or 4517.56 of the Revised Code, the hearing officer shall permit the parties of cross examination.
(F) In any hearing on a protest filed pursuant to section 4517.54 of the Revised Code, the board shall hear evidence concerning only the grounds set forth in the franchisor's written notice proposing to terminate, cancel, discontinue, or not renew the franchise sent in accordance with that section.
In any hearing or appeal relating to a protest filed pursuant to section 4517.54 of the Revised Code, the board or court shall prohibit the franchisor from offering evidence concerning any grounds not set forth in the notice proposing to terminate, cancel, discontinue, or not renew the franchise sent in accordance with that section.
Sec. 4517.59.  (A) Notwithstanding the terms, provisions, or conditions of any agreement, franchise, or waiver, no franchisor shall:
(A)(1) In acting or purporting to act under the terms, provisions, or conditions of a franchise or in terminating, canceling, or failing to renew a franchise, fail to act in good faith;
(B)(2) Prevent a franchisee from changing administrative or executive management, provided such personnel satisfy reasonable and objective standards formulated and objectively applied by the franchisor;
(C)(3) Restrict the sale of any equity or debenture issue or the transfer of any securities in a dealership, or in any way prevent or attempt to prevent the transfer, sale, or issuance of shares of stock or debentures to any person, if the basic financial requirements of the franchisor have been equalled at the time of the execution of the franchise agreement and continued in effect, and if the sale, transfer, or issuance does not have the effect of accomplishing a sale of a controlling interest in the dealership;
(D)(4) Coerce or threaten any franchisee by refusing or failing to renew or extend a lease of premises where the fee or right of possession is in the absolute control of the franchisor and the franchisee upon request or demand of the franchisor fails to expand its facilities, increase sales personnel, purchase more parts or accept programs for sales and operation of the franchisee's business, when such demand is not reasonable, fair, and equitable under all circumstances, or tends to depreciate the franchisee's equity;
(E)(5) Sell, lease, or rent goods or new or used motor vehicles, or render any service normally performed and required of franchisees under the franchise agreement with the franchisor, in unfair competition with the franchisee whether directly or indirectly, or in combination with or through any person, subsidiary, or affiliated entity, except that this division does not apply to a sale, lease, or rental to, or service performed for, an agency of federal, state, or local government;. Nothing in division (A)(5) of this section shall prohibit a franchisor from operating a dealership for a time limited to that which is required to wind up all transactions in instances in which a franchisee has been terminated or voluntarily relinquishes its franchise.
(F)(6) Coerce, or attempt to coerce, any franchisee to accept delivery of any motor vehicle, parts, accessories, or any other commodities connected therewith which are not ordered by said franchisee; nor withhold or delay delivery of motor vehicles out of the ordinary course of business; nor discriminate against any franchisee in the allocation or through the withholding from delivery of certain models of motor vehicles ordered by a franchisee out of the ordinary course of business; nor unfairly change or amend unilaterally a franchisee's allotment of motor vehicles or quota in a sales contest, sales expectancy, or sales penetration without reasonable cause; nor coerce a franchisee by any means to participate or contribute to any local or national advertising fund; nor employ any coercive techniques for any other purposes such as obtaining franchisee participation in contests, "giveaways," or other sales devices;
(G)(7) Coerce, or attempt to coerce, a franchisee by threatening to award an additional franchise or agreement to another person for the sale of its same product in the same area of influence for the purposes of compelling such franchisee to yield to demands of the franchisor for increased sales of the franchisor's products, parts, expansion of facilities and improvement of operations inconsistent with good business practices of the franchisee;
(H)(8) Fail or refuse to make equally available to its same line-make franchisees all motor vehicles, motor vehicle parts, or other products manufactured for that line-make at the same price, including discounts, rebates, incentives, or other payments or allowances affecting the net price. A franchisor has not made a motor vehicle, motor vehicle part, or other product available to all line-make franchisees if the franchisor does any of the following:
(a) Requires a franchisee to remodel, renovate, or recondition the dealer's existing dealership facilities as a prerequisite to receiving the model, part, or product. As used in division (A)(8) of this section, "remodel, renovate, and recondition" includes the requirement that a franchisee purchase or lease unreasonably expensive advertising or promotional displays or other similar materials.
(b) Requires a franchisee to pay an additional fee to receive any model, part, or product within a franchisor's line-make;
(c) Requires a franchisee to accept additional inventory to receive any model, part, or product within a franchisor's line-make.
(9) Fail to either return a part to the franchisee, at the franchisor's expense, or reimburse the franchisee for the franchisee's cost of the part where a franchisor does not approve a franchisee's claim for a defective part;
(I)(10) Fail to approve or disapprove any warranty or recall claim submitted by a franchisee within forty-five days after receipt from the franchisee. If a claim is not approved, the franchisor shall immediately so notify in writing the franchisee who submitted the claim and shall include in the notice the specific grounds upon which the disapproval is based.
(J)(11) Fail to pay a franchisee within thirty days after approval by the franchisor of any claim by a franchisee for labor and parts made under sections division (B) of section 4517.52 and section 4517.53 of the Revised Code. Any failure of a franchisor to act on or pay a claim within the time limits specified by this section that results from causes beyond the franchisor's reasonable control does not constitute a violation of this section.
(K)(12) Disclaim an otherwise valid warranty or recall claim because the franchisee fails to submit or resubmit the claim within a period of less than six months from the date on which the service was rendered or parts supplied;
(L)(13) Provide reimbursement to any nonfranchised individual or entity for labor and parts used to fulfill warranty and recall work;
(14) Directly sell, distribute, or otherwise make available to any nonfranchised individual or entity any original equipment manufacturer motor vehicle parts, accessories, or other commodities that would otherwise be sold by a franchised dealer;
(15) Refuse to disclose to any new motor vehicle dealer who handles the same line-make, the manner and mode of distribution of that line-make, the allocation by segment of that line-make, and the number of units allocated by that line-make to other same line-make dealers within the same county and all contiguous counties for the previous five years;
(M)(16) Engage in any predatory practice or discriminate against any new motor vehicle dealer including discriminating against a franchisee, as compared to a same line-make franchisee, with regard to motor vehicle allocation, motor vehicle sales expectations, motor vehicle market penetration, motor vehicle planning volume requirements, customer service satisfaction requirements, dealership facility requirements, or dealer capitalization requirements;
(N)(17) Prohibit a franchisee from operating a franchise in conjunction with the franchise of another line-make of new motor vehicles at the same address and in the same dealership facility building;
(18) Prohibit a franchisee from operating a franchise of the same line-make of new motor vehicles at two or more locations regardless of whether the markets served by the locations are contiguous;
(19) Use any financial services company or leasing company owned in whole or part or controlled by the manufacturer or distributor to accomplish what would otherwise be illegal conduct on the part of the manufacturer or distributor pursuant to this section. This section does not limit the right of the financial services or leasing company to otherwise engage in regular financial services or leasing business practices.
(20) Initiate a charge back without an audit or perform an audit to confirm a warranty repair, sales incentive, or rebate more than six months after the date of the repair or purchase, provided that these limitations shall not be effective in the case of a fraudulent claim;
(21) Refuse to pay a franchisee for sales incentives, service incentives, rebates, or other forms of incentive compensation, reduce the amount to be paid to the dealer, or charge a dealer back subsequent to the payment of the claim unless it can be shown that any of the following apply:
(a) The claim was false or fraudulent.
(b) The repairs were not properly made or were unnecessary to correct the defective condition.
(c) The dealer failed to reasonably substantiate the claim in accordance with the written requirements of the manufacturer in effect at the time the claim arose.
(d) The dealer, with intent to do so, sold a new motor vehicle for export to a foreign country. There shall exist a rebuttable presumption that a dealer does not intend to export a vehicle to a foreign country if the motor vehicle is titled in the United States.
No refusal to pay sales incentives, service incentives, rebates, or other forms of incentive compensation, no reduction in the amount to be paid to the dealer, and no charge back subsequent to the payment of a claim may be made until the dealer has had notice and an opportunity to participate in all franchisor internal appeal processes as well as all available legal processes. If a charge back is the subject of adjudication, internal appeal, mediation, or arbitration, no charge back shall be made until, in the case of an adjudication or legal action, a final appealable order has been issued.
No otherwise valid reimbursement claims shall be denied, delayed, or restricted once properly submitted within manufacturers' submission guidelines unless the denial, delay, or restriction is the direct result of a material defect in the claim that affects the claim's validity. At the time submitted, the claim shall act as an immediate automatic credit against future billings. Clerical errors or omissions or a different level of technician technical certification or the dealer's failure to subscribe to any manufacturer's computerized training programs are not material defects. Any ambiguity or inconsistency in submission guidelines shall be construed against the drafter. Any failure by a dealer to exercise its rights to reimbursement under this section does not create a waiver of these rights. Any unreasonable denial, delay, or restriction of a valid reimbursement claim shall subject the manufacturer to interest in accordance with division (A) of section 1343.03 of the Revised Code until paid.
(22) Prevent, attempt to prevent, prohibit, coerce, or attempt to coerce, any new motor vehicle dealer from charging any consumer any fee allowed to be charged by the dealer under Ohio law;
(23) Require, coerce, or attempt to coerce any new motor vehicle dealer in this state to change the capital structure of the new motor vehicle dealer or the means by or through which the new motor vehicle dealer finances the operation of the dealership provided that:
(a) The new motor vehicle dealer at all times shall meet any reasonable capital standards determined by the manufacturer in accordance with uniformly applied criteria.
(b) No change in the capital structure shall cause a change in the principal management or have the effect of a sale of the franchise without the consent of the manufacturer or distributor, and further provided that the manufacturer or distributor shall not unreasonably withhold consent.
(24) Require, coerce, or attempt to coerce any new motor vehicle dealer in this state to change location of the dealership, or to make any substantial alterations to the dealership premises or facilities, when to do so would be unreasonable, or without written assurance of a sufficient supply of new motor vehicles so as to justify the location change or alterations, in light of the current market and economic conditions;
(25) Require or request a franchisee to waive any requirements of this section.
(B) No franchisor shall release to a third party any information concerning the dealership or any information regarding the dealership's customers that has been provided by the franchisee to the franchisor, unless agreed to by both parties or unless required by law.
(C) No franchise agreement shall require the franchisee to pay the attorney fees of a franchisor, waive any remedy or defense available to the franchisee, or waive any other provisions of this chapter. In addition, no franchisor shall restrict a franchisee from filing a legal action in a particular forum otherwise available under federal or state law.
(D) This section applies to any franchise whether entered into prior to or after the effective date of this amendment.
Section 2.  That existing sections 4517.52, 4517.54, 4517.55, 4517.57, and 4517.59 of the Revised Code are hereby repealed.
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