N.Y. GBS Law § 812 — New York Code / Act GBS / Article 38 / Section 812
Termination or renewal of agreement
Status: in_force

§ 812. Termination or renewal of agreement. 1. Termination for cause.\nA manufacturer or distributor may terminate an agreement with a dealer\nfor cause upon not less than fifteen days written notice sent by\ncertified mail or statutory overnight delivery, return receipt\nrequested, to the dealer stating the specific grounds for such\ntermination, only upon the occurrence of the following:\n  (a) the conviction of the dealer, or one of its principal owners, of a\nfelony or a crime punishable by a term of imprisonment which\nsubstantially adversely affects the business of the manufacturer or\ndistributor;\n  (b) the failure of the dealer to conduct its customary sales and\nservice operations during the regularly open business period, as defined\nby such dealer, for a continuous period of seven days, except when any\nsuch failure is the result of an act of God or circumstances beyond the\ndirect control of the dealer;\n  (c) upon the suspension or revocation of the vessel dealer's\nregistration, pursuant to section twenty-two hundred fifty-seven-a of\nthe vehicle and traffic law, for more than thirty days;\n  (d) the insolvency of the dealer, or filing of any petition by or\nagainst the dealer under any bankruptcy or receivership law;\n  (e) unauthorized sales of products defined in the dealer agreement;\n  (f) failure by the dealer to pay to the manufacturer or dealer for\nproducts purchased pursuant to the dealer agreement;\n  (g) the dealer has made a material misrepresentation in applying for\nor acting under the contractual agreement; or\n  (h) the dealer has engaged in fraud or unfair business practices.\n  If a dealer is terminated for cause pursuant to this subdivision, such\ndealer shall pay reasonable freight costs and the cost of an independent\nmarine surveyor, for the purpose of valuation of inventory, if the\nmanufacturer elects to repurchase such dealer's inventory.\n  2. Termination or non-renewal without cause. Whenever a dealer enters\ninto a dealer agreement with a manufacturer or distributor wherein the\ndealer agrees to maintain an inventory of vessels or parts therefor, the\nmanufacturer or distributor shall not, except as provided in subdivision\none of this section, terminate, cancel or non-renew such dealer\nagreement until ninety days after written notice stating the specific\ngrounds of such intention to terminate has been sent by certified mail\nor statutory overnight delivery, return receipt requested, to the\ndealer.\n  3. If a manufacturer or distributor terminates a dealer agreement as a\nresult of any action, except as otherwise provided in subdivision one of\nthis section, the manufacturer or distributor shall repurchase the\ninventory as provided in section eight hundred eleven of this article.\nThe dealer may keep the inventory if it desires, and the manufacturer\nagrees in writing. If the dealer has any outstanding debts to the\nmanufacturer or distributor, then the repurchase amount may be adjusted\nby the manufacturer to take into account such unpaid debts.\n  4. After written notice by the dealer to the manufacturer by\nregistered or certified mail or statutory overnight delivery, return\nreceipt requested, within thirty days of the termination of the dealer\nagreement, the manufacturer or distributor shall repurchase that\ninventory previously purchased from the manufacturer or distributor as\nprovided in section eight hundred eleven of this article, except as\notherwise provided in subdivision one of this section.\n  5. Upon payment within a reasonable time of the repurchase amount to\nthe dealer, the title, if any, and the right of possession to the\nrepurchased inventory shall transfer to the manufacturer or distributor.\n  6. A dealer agreement shall not be assigned or transferred by the\ndealer without prior written consent of the manufacturer or distributor.\nAny assignment of such an agreement without such consent, any change in\nthe majority ownership of capital stock of the dealer or any other\nchange in the majority ownership of a partnership shall immediately\nterminate the agreement except as follows:\n  (a) the manufacturer shall not refuse to transfer a dealer agreement\nto any immediate family member succeeding to the agreement of a deceased\nor incapacitated dealer if each of the following applies:\n  (i) the immediate family member successor provides the manufacturer\nwith written notice within sixty days after the dealer's death or\nincapacity of the intent to succeed to the agreement,\n  (ii) the immediate family member successor agrees to be bound by all\nterms and conditions of existing agreements,\n  (iii) the immediate family member successor is entitled to inherit the\ndeceased or incapacitated dealer's agreement pursuant to an agreement or\na written request filed by the dealer with the manufacturer prior to the\ndeath or incapacity of the dealer, and\n  (iv) the immediate family member successor has demonstrated experience\nin the marine industry.\n  (b) manufacturers and distributors shall not refuse a transfer, sale\nor exchange of a dealer agreement between a dealer and another person if\nthe person meets all the requirements in the existing dealer agreement,\nas well as all reasonable requirements and prerequisites the\nmanufacturer or distributor utilizes when selecting new dealers for its\nproducts at the time of the transfer, including financial and business\nrequirements, and agrees to be bound by all terms and conditions of the\nagreement and the dealer applies in writing to the manufacturer or\ndistributor for such transfer not less than sixty days prior to the sale\nor transfer of the dealership. The failure to comply with the\nrequirements of the manufacturer or distributor within sixty days after\nthe manufacturer or distributor receives an application for sale or\ntransfer of a dealership shall be grounds for denial of such\napplication.\n  7. A dealer shall not terminate, cancel or non-renew a dealer\nagreement with a manufacturer, until it has provided such manufacturer\nwith written notice thereof not less than ninety days prior to such\ntermination, cancellation or non-renewal.\n