TITLE 31
Motor and Other vehicles
CHAPTER 31-5.1
Regulation of Business Practices Among Motor Vehicle Manufacturers,
Distributors, and Dealers
SECTION 31-5.1-4
§ 31-5.1-4 Violations.
(a) It shall be deemed a violation of this chapter for any manufacturer or
motor vehicle dealer to engage in any action that is arbitrary, in bad faith,
or unconscionable and that causes damage to any of the parties involved or to
the public.
(b) It shall be deemed a violation of this chapter for a
manufacturer, or officer, agent, or other representative of a manufacturer, to
coerce, or attempt to coerce, any motor vehicle dealer:
(1) To order or accept delivery of any motor vehicle or
vehicles, equipment, parts, or accessories for them, or any other commodity or
commodities that the motor vehicle dealer has not voluntarily ordered.
(2) To order or accept delivery of any motor vehicle with
special features, accessories, or equipment not included in the list price of
that motor vehicle as publicly advertised by the manufacturer of the vehicle.
(3) To participate monetarily in an advertising campaign or
contest, or to purchase any promotional materials, or training materials,
showroom, or other display decorations, or materials at the expense of the new
motor vehicle dealership.
(4) To enter into any agreement with the manufacturer or to
do any other act prejudicial to the new motor vehicle dealer by threatening to
terminate or cancel a franchise or any contractual agreement existing between
the dealer and the manufacturer; except that this subdivision is not intended
to preclude the manufacturer or distributor from insisting on compliance with
the reasonable terms or provisions of the franchise or other contractual
agreement. Notice in good faith to any new motor vehicle dealer of the new
motor vehicle dealer's violation of those terms or provisions shall not
constitute a violation of the chapter.
(5) To refrain from participation in the management of,
investment in, or acquisition of any other line of new motor vehicle or related
products. This subdivision does not apply unless the new motor vehicle dealer
maintains a reasonable line of credit for each make or line of new motor
vehicles, the new motor vehicle dealer remains in compliance with any
reasonable facilities requirements of the manufacturer; and no change is made
in the principal management of the new motor vehicle dealer.
(6) To assent to a release, assignment, novation, waiver, or
estoppel in connection with the transfer or voluntary termination of a
franchise, or that would relieve any person from the liability to be imposed by
this law; or to require any controversy between a new motor vehicle dealer and
a manufacturer, distributor, or representative to be referred to any person
other than the duly constituted courts of this state or of the United States of
America, or to the department of revenue of this state, if that referral would
be binding upon the new motor vehicle dealer.
(7) To order for any person any parts, accessories,
equipment, machinery, tools, or any commodities.
(c) It shall be deemed a violation of this chapter for a
manufacturer, or officer, agent, or other representative:
(1) To refuse to deliver in reasonable quantities and within
a reasonable time after receipt of the dealer's order, to any motor vehicle
dealer having a franchise or contractual arrangement for the retail sale of new
motor vehicles sold or distributed by the manufacturer, any motor vehicles
covered by the franchise or contract, specifically publicly advertised by the
manufacturer to be available for immediate delivery. However, the failure to
deliver any motor vehicle shall not be considered a violation of this chapter
if that failure is due to an act of God, work stoppage, or delay due to a
strike or labor difficulty, shortage of materials, a freight embargo, or other
cause over which the manufacturer, distributor, or wholesaler, its agent, shall
have no control.
(2) To refuse to deliver, or otherwise deny, to any motor
vehicle dealer having a franchise or contractual arrangement for the retail
sale of new motor vehicles sold or distributed by the manufacturer any
particular new motor vehicle model made or distributed by the manufacturer
under the name of the division of the manufacturer of which the dealer is an
authorized franchise.
(3) It shall be deemed a prima facie violation of this
chapter for any automotive vehicle division manufacturer to require any
separate franchise or contractual arrangement with any new motor vehicle dealer
already a party to a franchise or contractual arrangement with that automotive
vehicle division for the retail sale of any particular new motor vehicle model
made or distributed by that division.
(4) To coerce, or attempt to coerce, any motor vehicle dealer
to enter into any agreement with the manufacturer, or their officers, agents,
or other representatives, or to do any other act prejudicial to the dealer, by
threatening to cancel any franchise or any contractual agreement existing
between the manufacturer and the dealer. Notice in good faith to any motor
vehicle dealer of the dealer's violation of any terms or provisions of the
franchise or contractual agreement shall not constitute a violation of this
chapter.
(5) To resort to or use any false or misleading advertisement
in connection with his or her business as a manufacturer, an officer, agent, or
other representative.
(6) To sell or lease any new motor vehicle to, or through,
any new motor vehicle dealer at a lower actual price therefore than the actual
price offered to any other new motor vehicle dealer for the same model vehicle
similarly equipped or to utilize any device, including, but not limited to,
sales promotion plans or programs, that result in a lesser actual price. The
provisions of this paragraph shall not apply to sales to a new motor vehicle
dealer for resale to any unit of the United States government or to the state
or any of its political subdivisions. A manufacturer may not reduce the price
of a motor vehicle charged to a dealer or provide different financing terms to
a dealer in exchange for the dealer's agreement to:
(i) Maintain an exclusive sales or service facility;
(ii) Build or alter a sales or service facility; or
(iii) Participate in a floor plan or other financing.
(7) To sell or lease any new motor vehicle to any person,
except a manufacturer's employee, at a lower actual price than the actual price
offered and charged to a new motor vehicle dealer for the same model vehicle
similarly equipped or to utilize any device which results in a lesser actual
price. The provisions of this paragraph shall not apply to sales to a new motor
vehicle dealer for resale to any unit of the United States government, or to
the state or any of its political subdivisions.
(8) To offer in connection with the sale of any new motor
vehicle or vehicles, directly or indirectly, to a fleet purchaser, within or
without this state, terms, discounts, refunds, or other similar types of
inducements to that purchaser without making the same offer or offers available
to all of its new motor vehicles dealers in this state. No manufacturer may
impose or enforce any restrictions against new motor vehicle dealers in this
state or their leasing, rental, or fleet divisions or subsidiaries that are not
imposed or enforced against any other direct or indirect purchaser from the
manufacturer. The provisions of this paragraph shall not apply to sales to a
new motor vehicle dealer for resale to any unit of the United States
government, or to the state or any of its political subdivisions.
(9) To use or consider the performance of a motor vehicle
dealer relating to the sale of the manufacturer's vehicles or the motor vehicle
dealer's ability to satisfy any minimum sales or market share quota or
responsibility relating to the sale of the manufacturer's new vehicles in
determining:
(i) The motor vehicle dealer's eligibility to purchase
program, certified, or other used motor vehicles from the manufacturer;
(ii) The volume, type, or model of program, certified, or
other used motor vehicles that a motor vehicle dealer is eligible to purchase
from the manufacturer;
(iii) The price of any program, certified, or other used
motor vehicle that the dealer is eligible to purchase from the manufacturer; or
(iv) The availability or amount of any discount, credit,
rebate, or sales incentive that the dealer is eligible to receive from the
manufacturer for the purchase of any program, certified, or other used motor
vehicle offered for sale by the manufacturer.
(10) To offer to sell or to sell parts or accessories to any
new motor vehicle dealer for use in the dealer's own business for the purpose
of repairing or replacing the same parts or accessories or a comparable part or
accessory, at a lower actual price than the actual price charged to any other
new motor vehicle dealer for similar parts or accessories to use in the
dealer's own business. In those cases where new motor vehicle dealers operate
or serve as wholesalers of parts and accessories to retail outlets, these
provisions shall be construed to prevent a manufacturer, or its agents, from
selling to a new motor vehicle dealer who operates and services as a wholesaler
of parts and accessories, any parts and accessories that may be ordered by that
new motor vehicle dealer for resale to retail outlets at a lower actual price
than the actual price charged a new motor vehicle dealer who does not operate
or serve as a wholesaler of parts and accessories.
(11) To prevent, or attempt to prevent, by contract or
otherwise, any new motor vehicle dealer from changing the capital structure of
his or her dealership or the means by which, or through which the dealer
finances the operation of his or her dealership. However, the new motor vehicle
dealer shall at all times meet any reasonable capital standards agreed to
between the dealership and the manufacturer, provided that any change in the
capital structure by the new motor vehicle dealer does not result in a change
in the executive management control of the dealership.
(12) To prevent, or attempt to prevent, by contract or
otherwise, any new motor vehicle dealer, or any officer, partner, or
stockholder of any new motor vehicle dealer, from selling or transferring any
part of the interest of any of them to any other person or persons or party or
parties. Provided, however, that no dealer, officer, partner, or stockholder
shall have the right to sell, transfer, or assign the franchise or power of
management or control without the consent of the manufacturer, except that the
consent shall not be unreasonably withheld.
(13) To obtain money, goods, services, anything of value, or
any other benefit from any other person with whom the new motor vehicle dealer
does business, on account of, or in relation to, the transactions between the
dealer and that other person, unless that benefit is promptly accounted for and
transmitted to the new motor vehicle dealer.
(14) To compete with a new motor vehicle dealer operating
under an agreement or franchise from the manufacturer in the state of Rhode
Island, through the ownership, operation, or control of any new motor vehicle
dealers in this state, or by participation in the ownership, operation, or
control of any new motor vehicle dealer in this state. A manufacturer shall not
be deemed to be competing when operating, controlling, or owning a dealership,
either temporarily for a reasonable period, in any case not to exceed one year,
which one-year (1) period may be extended for a one-time, additional period of
up to six (6) months upon application to, and approval by, the motor vehicle
dealers license and hearing board, which approval shall be subject to the
manufacturer demonstrating the need for this extension, and with other new
motor vehicle dealers of the same line making being given notice and an
opportunity to be heard in connection with said application, or in a bona fide
relationship in which an independent person had made a significant investment
subject to loss in the dealership and can reasonably expect to acquire full
ownership of the dealership on reasonable terms and conditions within a
reasonable period of time.
(15) To refuse to disclose to any new motor vehicle dealer,
handling the same line or make, the manner and mode of distribution of that
line or make within the relevant market area.
(16) To increase prices of new motor vehicles that the new
motor vehicle dealer had ordered for private retail consumers prior to the new
motor vehicle dealer's receipt of the written, official price increase
notification. A sales contract signed by a private retail consumer shall
constitute evidence of an order, provided that the vehicle is in fact delivered
to that customer. In the event of manufacturer price reductions or cash rebates
paid to the new motor vehicle dealer, the amount of any reduction or rebate
received by a new motor vehicle dealer shall be passed on to the private retail
consumer by the new motor vehicle dealer. Price reductions shall apply to all
vehicles in the dealer's inventory that were subject to the price reduction.
Price differences applicable to new model or series motor vehicles at the time
of the introduction of new models or series shall not be considered a price
increase or price decrease. Price changes caused by either: (i) The addition to
a motor vehicle of required or optional equipment; (ii) Revaluation of the
United States dollar, in the case of foreign-make vehicles or components; or
(iii) An increase in transportation charges due to increased rates imposed by
common carriers, shall not be subject to the provisions of this subdivision.
(17) To release to any outside party, except under subpoena
or as otherwise required by law, or in an administrative, judicial, or
arbitration proceeding involving the manufacturer or new motor vehicle dealer,
any business, financial, or personal information that may be, from time to
time, provided by the new motor vehicle dealer to the manufacturer, without the
express written consent of the new motor vehicle dealer.
(18) To unfairly discriminate among its new motor vehicle
dealers with respect to warranty reimbursement, or any program that provides
assistance to its dealers, including internet listings; sales leads; warranty
policy adjustments; marketing programs; and dealer recognition programs.
(19) To unreasonably withhold consent to the sale, transfer,
or exchange of the franchise to a qualified buyer capable of being licensed as
a new motor vehicle dealer in this state.
(20) To fail to respond, in writing, to a request for consent
as specified in subdivision (19) of this subsection within sixty (60) days of
the receipt of a written request on the forms, if any, generally utilized by
the manufacturer or distributor for those purposes and containing the
information required therein. The failure to respond shall be deemed to be a
consent to the request. A manufacturer may not impose a condition on the
approval of a sale, transfer, or exchange of the franchise if the condition
would violate the provisions of this chapter if imposed on an existing dealer.
(21) To unfairly prevent a new motor vehicle dealer from
receiving fair and reasonable compensation for the value of the new motor
vehicle dealership.
(22) To require that a new motor vehicle dealer execute a
written franchise agreement that does not contain substantially the same
provisions as the franchise agreement being offered to other new motor vehicle
dealers handling the same line or make. In no instance shall the term of any
franchise agreement be of a duration of less than three (3) years.
(23) To require that a new motor vehicle dealer provide
exclusive facilities, personnel, or display space taking into consideration
changing market conditions, or that a dealer execute a site control agreement
giving a manufacturer control over the dealer's facilities.
(24) To require that a dealer expand facilities without a
guarantee of a sufficient supply of new motor vehicles to justify that
expansion or to require that a dealer expand facilities to a greater degree
than is necessary to sell and service the number of vehicles that the dealer
sold and serviced in the most recent calendar year.
(25) To prevent a dealer from adjusting his or her facilities
to permit a relocation of office space, showroom space, and service facilities
so long as the relocation is within five hundred (500) yards of the present
location.
(26) To engage in any predatory practice against a new motor
vehicle dealer.
(27) To prevent, prohibit, or coerce any new motor vehicle
dealer from charging any consumer any fee allowed to be charged by the dealer
under Rhode Island law or regulation except as related to eligible participants
under a military discount program in which the dealer voluntarily participates
and receives financial compensation from the manufacturer or distributor, to
the extent that such a program is not offered to the general public.
(d) It shall be a violation of this chapter for a
manufacturer to terminate, cancel, or fail to renew the franchise of a new
motor vehicle dealer except as provided in this subsection:
(1) Notwithstanding the terms, provisions, or conditions of
any franchise, whether entered into before or after the enactment of this
chapter or any of its provisions, or notwithstanding the terms or provisions of
any waiver, whether entered into before or after the enactment of this chapter
or any of its provisions, no manufacturer shall cancel, terminate, or fail to
renew any franchise with a licensed new motor vehicle dealer unless the
manufacturer has:
(i) Satisfied the notice requirement of this subsection;
(ii) Has good cause for the cancellation, termination, or
nonrenewal;
(iii) Has not committed any violations set forth in
subsection (b) of this section; and
(iv) Has acted in good faith as defined in this chapter and
has complied with all provisions of this chapter.
(2) Notwithstanding the terms, provisions, or conditions of
any franchise or the terms or provisions of any waiver, good cause shall exist
for the purposes of a termination, cancellation, or nonrenewal when:
(i) There is a failure by the new motor vehicle dealer to
comply with a provision of the franchise, which provision is both reasonable
and of material significance to the franchise relationship, provided that the
dealer has been notified, in writing, of the failure within one hundred eighty
(180) days after the manufacturer first acquired knowledge of that failure;
(ii) If the failure by the new motor vehicle dealer, as
provided in paragraph (i) of this subdivision, relates to the performance of
the new motor vehicle dealer in sales or service, then good cause shall be
defined as the failure of the new motor vehicle dealer to comply with
reasonable performance criteria established by the manufacturer if the new
motor vehicle dealer was apprised by the manufacturer, in writing, of that
failure; and:
(A) The notification stated that notice was provided of
failure of performance pursuant to paragraph (i) of this subdivision;
(B) The new motor vehicle dealer was afforded a reasonable
opportunity, for a period of not less than six (6) months, to comply with those
criteria; and
(C) The new motor vehicle dealer did not demonstrate
substantial progress towards compliance with the manufacturer's performance
criteria during that period.
(3) The manufacturer shall have the burden of proof for
showing that the notice requirements have been complied with; that there was
good cause for the franchise termination; cancellation or nonrenewal; and that
the manufacturer has acted in good faith.
(i) Notwithstanding the terms, provisions, or conditions of
any franchise, prior to the termination, cancellation, or nonrenewal of any
franchise, the manufacturer shall furnish notification of the termination,
cancellation, or nonrenewal to the new motor vehicle dealer as follows:
(A) In the manner described in paragraph (ii) of this
subdivision; and
(B) Not fewer than ninety (90) days prior to the effective
date of the termination, cancellation, or nonrenewal; or
(C) Not fewer than fifteen (15) days prior to the effective
date of the termination, cancellation, or nonrenewal for any of the following
reasons:
(I) Insolvency of the new motor vehicle dealer, or the filing
of any petition by, or against, the new motor vehicle dealer under any
bankruptcy or receivership law;
(II) Failure of the new motor vehicle dealer to conduct his
customary sales and service operations during his or her customary business
hours for seven (7) consecutive business days;
(III) Final conviction of the new motor vehicle dealer, or
any owner or operator of the dealership, of a crime which is associated with or
related to, the operation of the dealership;
(IV) Revocation of any license that the new motor vehicle
dealer is required to have to operate a dealership; or
(D) Not fewer than one hundred eighty (180) days prior to the
effective date of the termination or cancellation where the manufacturer or
distributor is discontinuing the sale of the product line.
(ii) Notification under this subsection shall be in writing,
shall be by certified mail or personally delivered to the new motor vehicle
dealer, and shall contain:
(A) A statement of intention to terminate, cancel, or not to
renew the franchise;
(B) A statement of the reasons for the termination,
cancellation, or nonrenewal; and
(C) The date on which the termination, cancellation, or
nonrenewal shall take effect.
(iii) Upon the involuntary or voluntary termination,
nonrenewal, or cancellation of any franchise, by either the manufacturer or the
new motor vehicle dealer, notwithstanding the terms of any franchise whether
entered into before or after the enactment of this chapter or any of its
provisions, the new motor vehicle dealer shall be allowed fair and reasonable
compensation by the manufacturer for the following:
(A) The new motor vehicle dealer's cost, less allowances paid
by the manufacturer, of each new, undamaged, unsold, and unaltered, except for
dealer-installed, manufacturer-authorized accessories, motor vehicle,
regardless of model year purchased from the manufacturer or another dealer of
the same line-make in the ordinary course of business within twenty-four (24)
months of termination, having five hundred (500) or fewer miles recorded on the
odometer that is in the new motor vehicle dealer's inventory at the time of
termination, nonrenewal, or cancellation.
(B) The new motor vehicle dealer's cost of each new, unused,
undamaged, and unsold part or accessory that is in the current parts catalogue,
or is identical to a part or accessory in the current parts catalogue except
for the number assigned to the part or accessory due to a change in the number
after the purchase of the part or accessory, and that is still in the original,
resalable merchandising package and in an unbroken lot, except that, in the
case of sheet metal, a comparable substitute for the original package may be
used.
(C) The fair market value of each undamaged sign, normal wear
and tear excepted, owned by the dealer that bears a trademark or trade name
used or claimed by the manufacturer that was purchased as a requirement of the
manufacturer.
(D) The fair market value of all special tools, and
automotive services equipment owned by the dealer that: (I) Were recommended in
writing and designated as special tools and equipment; (II) Were purchased as a
requirement of the manufacturer; and (III) Are in usable and good condition
except for reasonable wear and tear.
(E) The cost of transporting, handling, packing, storing, and
loading any property that is subject to repurchase under this section.
(F) The payments above are due within sixty (60) days from
the date the dealer submits an accounting to the manufacturer of the vehicle
inventory subject to repurchase, and for other items within sixty (60) days
from the date the dealer submits an accounting of the other items subject to
repurchase, provided, the new motor vehicle dealer has clear title (or will
have clear title upon using the repurchase funds to obtain clear title) to the
inventory and other items and is in a position to convey that title to the
manufacturer. If the inventory or other items are subject to a security
interest, the manufacturer, wholesaler, or franchisor may make payment jointly
to the dealer and the holder of the security interest. In no event shall the
payments be made later than ninety (90) days of the effective date of the
termination, cancellation, or nonrenewal.
(iv) In the event the termination, cancellation, or
nonrenewal is involuntary and not pursuant to subsection (3)(i)(C) of this
section and:
(A) 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 (2) two year's rent, whichever is less; or
(B) If the new motor vehicle dealer owns the facilities, the
manufacturer shall pay the new motor vehicle dealer a sum equivalent to the
reasonable rental value of the facilities for two (2) years; if:
(I) The new motor vehicle dealer is unable to reasonably
utilize the facilities for another purpose;
(II) The new motor vehicle dealer, or the manufacturer acting
as its agent, is unable to make arrangements for the cancellation or assumption
of its lease obligations by another party in the case of leased facilities, or
is unable to sell dealer-owned facilities; and
(III) Only to the extent those facilities were required as a
condition of the franchise and used to conduct sales and service operations
related to the franchise product.
(v) In addition to any injunctive relief and any other
damages allowable by this chapter, if the manufacturer is discontinuing the
product line or fails to prove that there was good cause for the termination,
cancellation, or nonrenewal, or if the manufacturer fails to prove that the
manufacturer acted in good faith, then the manufacturer shall pay the new motor
vehicle dealer fair and reasonable compensation for the value of the dealership
as an ongoing business.
In addition to the other compensation described in paragraphs
(iii) and (iv) above and in this section, the manufacturer shall also reimburse
the dealer for any costs incurred for facility upgrades or alterations required
by the manufacturer within two (2) years of the effective date of the
termination.
(vi) If a manufacturer is discontinuing the product line and
thus, as a result a franchise for the sale of motor vehicles is subject to
termination, cancellation, or nonrenewal, the manufacturer shall:
(A) Authorize the dealer, at the dealer's option, that
remains a franchised dealer of the manufacturer regardless of the
discontinuation of a product line, to continue servicing and supplying parts
(without prejudice to the right of the manufacturer to also authorize other
franchised dealers to provide service and parts for a discontinued product
line), including services and parts pursuant to a warranty issued by the
manufacturer for any goods or services marketed by the dealer pursuant to the
motor vehicle franchise for a period of not less than five (5) years from the
effective date of the termination, cancellation, or nonrenewal;
(B) Continue to reimburse the dealer that remains a
franchised dealer of the manufacturer regardless of the discontinuation of a
product line or another franchised dealer of the manufacturer in the area for
warranty parts and service in an amount, and on terms not less favorable than,
those in effect prior to the termination, cancellation, or nonrenewal;
(C) The manufacturer shall continue to supply the dealer that
remains a franchised dealer of the manufacturer regardless of the
discontinuation of a product line or another franchised dealer of the
manufacturer in the area with replacement parts for any goods or services
marketed by the dealer pursuant to the franchise agreement for a period of not
less than five (5) years from the effective date of the termination,
cancellation, or nonrenewal, at a price, and on terms not less favorable than,
those in effect prior to the termination, cancellation, or nonrenewal;
(vii) The requirements of this section do not apply to a
termination, cancellation, or nonrenewal due to the sale of the assets or stock
of the motor vehicle dealer.
(D) To be entitled to facilities assistance from the
manufacturer as described above, the dealer shall have the obligation to
mitigate damages by listing the dealership facilities for lease or sublease
with a licensed real estate agent within thirty (30) days after the effective
date of the termination of the franchise and thereafter be reasonably
cooperating with such real estate agent in the performance of the agent's
duties and responsibilities. If the dealer is able to lease or sublease the
dealership facilities on terms that are consistent with local zoning
requirements to preserve the right to sell motor vehicles from the dealership
facilities and the terms of the dealer's lease, the dealer shall be obligated
to pay the manufacturer the net revenue received from such mitigation, but only
following receipt of facilities assistance payments pursuant to this chapter,
and only up to the total amount of facilities assistance payments that the
dealer has received.
(e) It shall be deemed a violation of this chapter for a
motor vehicle dealer:
(1) To require a purchaser of a new motor vehicle, as a
condition of the sale and delivery thereof, to also purchase special features,
equipment, parts, or accessories not desired or requested by the purchaser.
This prohibition shall not apply as to special features, equipment, parts, or
accessories that are already installed on the car before sale by the dealer.
(2) To represent and sell as a new motor vehicle any motor
vehicle that is a used motor vehicle.
(3) To resort to or use any false or misleading advertisement
in connection with his or her business as a motor vehicle dealer.
(4) To engage in any deception or fraudulent practice in the
repair of motor vehicles.
History of Section.
(P.L. 1974, ch. 292, § 1; P.L. 1981, ch. 346, § 1; P.L. 1982, ch.
448, § 1; P.L. 1983, ch. 276, § 1; P.L. 1991, ch. 44, art. 14, §
3; P.L. 1994, ch. 371, § 2; P.L. 2000, ch. 521, § 1; P.L. 2008, ch.
98, § 6; P.L. 2008, ch. 145, § 6; P.L. 2009, ch. 227, § 1; P.L.
2009, ch. 228, § 1; P.L. 2010, ch. 239, § 4; P.L. 2014, ch. 353,
§ 1; P.L. 2014, ch. 397, § 1.)
