NY Gen Bus L § 812 (2021)
2021 New York Laws GBS - General Business Article 38 - Vessel Dealer Agreements 812 - Termination or Renewal of Agreement.

§  812. Termination or renewal of agreement. 1. Termination for cause. A manufacturer or distributor may terminate an agreement with  a  dealer for  cause  upon  not  less  than  fifteen  days  written notice sent by certified  mail  or  statutory  overnight   delivery,   return   receipt requested,   to  the  dealer  stating  the  specific  grounds  for  such termination, only upon the occurrence of the following:  (a) the conviction of the dealer, or one of its principal owners, of a felony  or  a  crime  punishable  by  a  term  of   imprisonment   which substantially  adversely  affects  the  business  of the manufacturer or distributor;  (b) the failure of the dealer  to  conduct  its  customary  sales  and service operations during the regularly open business period, as defined by  such  dealer, for a continuous period of seven days, except when any such failure is the result of an act of God or circumstances beyond  the direct control of the dealer;  (c)   upon  the  suspension  or  revocation  of  the  vessel  dealer's registration, pursuant to section twenty-two  hundred  fifty-seven-a  of the vehicle and traffic law, for more than thirty days;  (d)  the  insolvency  of  the  dealer, or filing of any petition by or against the dealer under any bankruptcy or receivership law;  (e) unauthorized sales of products defined in the dealer agreement;  (f) failure by the dealer to pay to the  manufacturer  or  dealer  for products purchased pursuant to the dealer agreement;  (g)  the  dealer has made a material misrepresentation in applying for or acting under the contractual agreement; or  (h) the dealer has engaged in fraud or unfair business practices.   If a dealer is terminated for cause pursuant to this subdivision, such dealer shall pay reasonable freight costs and the cost of an independent marine surveyor, for the purpose  of  valuation  of  inventory,  if  the manufacturer elects to repurchase such dealer's inventory.   2.  Termination or non-renewal without cause. Whenever a dealer enters into a dealer agreement with a manufacturer or distributor  wherein  the dealer agrees to maintain an inventory of vessels or parts therefor, the manufacturer or distributor shall not, except as provided in subdivision one  of  this  section,  terminate,  cancel  or  non-renew  such  dealer agreement until ninety days after written notice  stating  the  specific grounds  of  such intention to terminate has been sent by certified mail or statutory  overnight  delivery,  return  receipt  requested,  to  the dealer.   3. If a manufacturer or distributor terminates a dealer agreement as a result of any action, except as otherwise provided in subdivision one of this  section,  the  manufacturer  or  distributor  shall repurchase the inventory as provided in section eight hundred eleven of  this  article. The  dealer  may  keep the inventory if it desires, and the manufacturer agrees in writing. If the  dealer  has  any  outstanding  debts  to  the manufacturer  or distributor, then the repurchase amount may be adjusted by the manufacturer to take into account such unpaid debts.   4.  After  written  notice  by  the  dealer  to  the  manufacturer  by registered  or  certified  mail  or statutory overnight delivery, return receipt requested, within thirty days of the termination of  the  dealer agreement,   the  manufacturer  or  distributor  shall  repurchase  that inventory previously purchased from the manufacturer or  distributor  as provided  in  section  eight  hundred  eleven of this article, except as otherwise provided in subdivision one of this section.   5. Upon payment within a reasonable time of the repurchase  amount  to the  dealer,  the  title,  if  any,  and  the right of possession to the repurchased inventory shall transfer to the manufacturer or distributor.    6. A dealer agreement shall not be  assigned  or  transferred  by  the dealer without prior written consent of the manufacturer or distributor. Any  assignment of such an agreement without such consent, any change in the majority ownership of capital stock  of  the  dealer  or  any  other change  in  the  majority  ownership  of a partnership shall immediately terminate the agreement except as follows:  (a) the manufacturer shall not refuse to transfer a  dealer  agreement to any immediate family member succeeding to the agreement of a deceased or incapacitated dealer if each of the following applies:  (i)  the  immediate  family member successor provides the manufacturer with written notice within  sixty  days  after  the  dealer's  death  or incapacity of the intent to succeed to the agreement,  (ii)  the  immediate family member successor agrees to be bound by all terms and conditions of existing agreements,  (iii) the immediate family member successor is entitled to inherit the deceased or incapacitated dealer's agreement pursuant to an agreement or a written request filed by the dealer with the manufacturer prior to the death or incapacity of the dealer, and  (iv) the immediate family member successor has demonstrated experience in the marine industry.  (b) manufacturers and distributors shall not refuse a  transfer,  sale or exchange of a dealer agreement between a dealer and another person if the  person meets all the requirements in the existing dealer agreement, as  well  as  all  reasonable   requirements   and   prerequisites   the manufacturer  or distributor utilizes when selecting new dealers for its products at the time of the transfer, including financial  and  business requirements,  and agrees to be bound by all terms and conditions of the agreement and the dealer applies  in  writing  to  the  manufacturer  or distributor for such transfer not less than sixty days prior to the sale or   transfer  of  the  dealership.  The  failure  to  comply  with  the requirements of the manufacturer or distributor within sixty days  after the  manufacturer  or  distributor  receives  an application for sale or transfer  of  a  dealership  shall  be  grounds  for  denial   of   such application.   7.  A  dealer  shall  not  terminate,  cancel  or  non-renew  a dealer agreement with a manufacturer, until it has provided  such  manufacturer with  written  notice  thereof  not  less than ninety days prior to such termination, cancellation or non-renewal.