2023 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.