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The Vermont Statutes Online
Title
09
:
Commerce and Trade
Chapter
108
:
MOTOR VEHICLE MANUFACTURERS, DISTRIBUTORS, AND DEALERS FRANCHISING
§
4085. Definitions
The following
words, terms, and phrases when used in this chapter shall have the meanings
respectively ascribed to them in this section, except where the context clearly
indicates a different meaning:
(1)
"Board" means the Transportation Board as established in 19 V.S.A. §
3.
(2)
"Coerce" means the failure to act in a fair and equitable manner in
performing or complying with any terms or provisions of a franchise or
agreement; provided, however, that recommendation, persuasion, urging, or
argument shall not be synonymous with coerce or lack of good faith.
(3)
"Dealership facilities" means the real estate, buildings, fixtures,
and improvements which have been devoted to the conduct of business under the
franchise by the new motor vehicle dealer.
(4)
"Designated family member" means the spouse, child, grandchild,
parent, brother, or sister of the owner of a new motor vehicle dealer who, in
the case of the owner's death, is entitled to inherit the ownership interest in
the new motor vehicle dealer under the terms of the owner's will, or who has
been nominated in any other written instrument, or who, in the case of an
incapacitated owner of a new motor vehicle dealer, has been appointed by a
court as the legal representative of the new motor vehicle dealer's property.
(5)
"Established place of business" means a permanent, commercial
building located within this State easily accessible and open to the public at
all reasonable times and at which the business of a new motor vehicle dealer,
including the display and repair of vehicles, may be lawfully carried on in
accordance with the terms of all applicable building codes, zoning, and other
land-use regulatory ordinances.
(6)
"Franchise" means all agreements and contracts between any new motor
vehicle manufacturer, written or otherwise, and any new motor vehicle dealer
which relate to the operation of the franchise and purport to fix the legal
rights and liabilities of the parties to such agreements or contracts,
including agreements pursuant to which the dealer purchases and resells the
franchise product, performs warranty and other service on the manufacturer's
products, leases or rents the dealership premises or agreements concerning the
dealership premises, or construction or renovation of the dealership premises.
(A)
"Franchisee" means a new motor vehicle dealer who enters into or is
currently a party to a franchise with a franchisor.
(B)
"Franchisor" means any manufacturer, distributor, distributor branch
or factory branch, importer, or other person, partnership, corporation,
association, or entity, whether resident or nonresident, which enters into or
is currently a party to a franchise with a new motor vehicle dealer.
(7)
"Fraud" means, in addition to its common law connotation, the
misrepresentation, in any manner, of a material fact; a promise or
representation not made honestly and in good faith,; and the intentional
failure to disclose a material fact.
(8) "Good
faith" means honesty in fact and the observation of reasonable commercial
standards of fair dealing in the trade as defined and interpreted in 9A V.S.A. §
2-103(1)(b) of the Uniform Commercial Code.
(9)
"Line-make" means motor vehicles that are offered for sale, lease, or
distribution under a common name, trademark, service mark, or brand name of the
franchisor or manufacturer of the motor vehicle.
(10)(A)
"Manufacturer" means any person, resident, or nonresident who
manufactures or assembles new motor vehicles, or imports for distribution
through distributors of motor vehicles, or any partnership, firm, association,
joint venture, corporation, or trust, resident or nonresident, which is
controlled by the manufacturer.
(B)
Additionally, the term manufacturer shall include the following terms:
(i)
"Distributor" means any person, resident or nonresident, who in whole
or in part offers for sale, sells, or distributes any new motor vehicle to new
motor vehicle dealers or who maintains factory representatives or who controls
any person, firm, association, corporation, or trust, resident or nonresident,
who in whole or in part offers for sale, sells, or distributes any new motor
vehicle to new motor vehicle dealers; and
(ii)
"Factory branch" means a branch office maintained by a manufacturer
for the purpose of selling, or offering for sale, vehicles to a distributor or
new motor vehicle dealer, or for directing or supervising in whole or in part
factory or distributor representatives.
(11) "Motor
vehicle" means every vehicle intended primarily for use and operation on
the public highways which is self-propelled, not including farm tractors and
other machines and tools used in the production, harvesting, and care of farm
products.
(12) "New
motor vehicle" means a vehicle which has been sold to a new motor vehicle
dealer and which has not been used for other than demonstration purposes and on
which the original title has not been issued from the new motor vehicle dealer.
(13) "New
motor vehicle dealer" means any person engaged in the business of selling,
offering to sell, soliciting, or advertising the sale of new motor vehicles and
who holds, or held at the time a cause of action under this chapter accrued, a
valid sales and service agreement, franchise, or contract, granted by the
manufacturer or distributor for the retail sale of said manufacturer's or
distributor's new motor vehicles.
(14)
"Owner" means any person holding an ownership interest in the
business entity operating as a new motor vehicle dealer or under a franchise as
defined in this chapter either as a corporation, partnership, sole
proprietorship, or other legal entity. To the extent that the rights of any
owner under this chapter conflict with the rights of any other owner, such
rights shall accrue in priority order based on the percentage of ownership
interest held by each owner; with the owner having the greatest ownership
interest having first priority and succeeding priority accruing to other owners
in the descending order of percentage of ownership interest.
(15)
"Person" means every natural person, partnership, corporation,
association, trust, estate, or any other legal entity.
(16)
"Relevant market area" means the area within a radius of 25 miles
around an existing dealer or the area of responsibility defined in the
franchise, whichever is greater; except that, where a manufacturer is seeking
to establish an additional new motor vehicle dealer and there are one or more
existing new motor vehicle dealers of the same line-make within a 10-mile
radius of the proposed dealer site, the "relevant market area" shall
in all instances be the area within a radius of 10 miles around an existing
dealer.
(17) "Motor
home" means a motor vehicle that is primarily designed to provide
temporary living quarters, built into as an integral part of, or permanently
attached to, a self-propelled motor vehicle chassis or van. The vehicle must
contain at least four of the following facilities: cooking, refrigeration or
ice box, self-contained toilet, heating or air conditioning or both, a potable
water supply system, including a sink and faucet, separate 110-125 volt
electrical power supply, or an LP gas supply or both. (Added 1981, No. 157
(Adj. Sess.), § 1, eff. April 14, 1982; amended 2009, No. 57, § 1, eff. June 1,
2009.)