Senate
Study
Bill
3113
-
Introduced
SENATE
FILE
_____
BY
(PROPOSED
COMMITTEE
ON
TRANSPORTATION
BILL
BY
CHAIRPERSON
RIELLY)
A
BILL
FOR
An
Act
relating
to
the
regulation
of
motor
vehicle
franchises.
1
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
2
TLSB
5703XC
(2)
83
rn/nh
S.F.
_____
Section
1.
Section
322A.1,
subsection
5,
paragraph
d,
Code
1
2009,
is
amended
to
read
as
follows:
2
d.
The
operation
of
the
franchisee’s
business
is
3
substantially
associated
with
the
franchiser’s
trademark,
4
service
mark,
trade
name,
advertising,
or
other
commercial
5
symbol
designating
the
franchiser.
6
Sec.
2.
Section
322A.1,
subsection
5,
Code
2009,
is
amended
7
to
read
as
follows:
8
5.
a.
“Franchise”
means
a
contract
between
two
or
more
9
persons
when
all
of
the
following
conditions
are
included:
10
a.
(1)
A
commercial
relationship
of
definite
duration
or
11
continuing
indefinite
duration
is
involved.
12
b.
(2)
The
franchisee
is
granted
the
right
to
offer
13
and
sell
motor
vehicles
manufactured
or
distributed
by
the
14
franchiser.
15
c.
(3)
The
franchisee,
as
an
independent
business,
16
constitutes
a
component
of
franchiser’s
distribution
system.
17
d.
(4)
The
operation
of
franchisee’s
business
is
18
substantially
associated
with
the
franchiser’s
trademark,
19
service
mark,
trade
name,
advertising,
or
other
commercial
20
symbol
designating
the
franchiser.
21
e.
(5)
The
operation
of
the
franchisee’s
business
is
22
substantially
reliant
on
franchiser
for
the
continued
supply
of
23
motor
vehicles,
parts,
and
accessories.
24
b.
“Franchise”
includes
a
separate
agreement
between
the
25
franchisee
and
the
franchiser
which
relates
to
the
franchise,
26
whether
entered
into
prior
to
the
date
of
the
franchise,
27
contemporaneously
with
the
franchise,
or
subsequent
to
the
date
28
of
the
franchise.
29
Sec.
3.
NEW
SECTION
.
322A.18
Duty
of
good
faith.
30
A
franchise
imposes
on
the
parties
a
duty
of
good
faith
in
31
performance
and
enforcement
of
the
franchise
agreement.
“Good
32
faith”
means
honesty
in
fact
and
the
observance
of
reasonable
33
commercial
standards
of
fair
dealing
in
the
trade.
34
Sec.
4.
NEW
SECTION
.
322A.19
Jurisdiction.
35
-1-
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5703XC
(2)
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1/
4
S.F.
_____
1.
A
condition,
stipulation,
or
provision
in
a
franchise
1
restricting
jurisdiction
to
a
forum
outside
this
state
is
void.
2
2.
A
condition,
stipulation,
or
provision
in
a
franchise
3
providing
that
the
franchisee
consents
to
the
jurisdiction
of
a
4
forum
outside
this
state
is
void.
5
3.
A
civil
action
or
proceeding
arising
out
of
a
franchise
6
may
be
commenced
wherever
jurisdiction
over
the
parties
or
7
subject
matter
exists,
even
if
the
franchise
limits
actions
or
8
proceedings
to
a
designated
jurisdiction.
9
Sec.
5.
NEW
SECTION
.
322A.20
Choice
of
law.
10
1.
A
condition,
stipulation,
or
provision
in
a
franchise
11
requiring
the
application
of
the
law
of
another
state
in
lieu
12
of
this
chapter
is
void.
13
2.
A
condition,
stipulation,
or
provision
in
a
franchise
14
that
the
franchise
is
to
be
governed
by
or
construed
in
15
accordance
with
the
law
of
another
state
is
void.
16
Sec.
6.
NEW
SECTION
.
322A.21
Waivers
void.
17
A
condition,
stipulation,
or
provision
in
a
franchise
18
requiring
a
franchisee
to
waive
compliance
with
or
relieving
a
19
person
of
a
duty
or
liability
imposed
by
or
a
right
provided
by
20
this
chapter
or
order
under
this
chapter
is
void.
This
section
21
shall
not
affect
the
settlement
of
disputes,
claims,
or
civil
22
lawsuits
arising
or
brought
pursuant
to
this
chapter.
23
Sec.
7.
NEW
SECTION
.
322A.22
Other
line-makes.
24
A
condition,
stipulation,
or
provision
in
a
franchise
25
prohibiting
or
restricting
the
franchisee
from
continuing
26
another
line-make
at
the
dealership
or
adding
an
additional
27
line-make
to
the
dealership
is
void.
28
Sec.
8.
NEW
SECTION
.
322A.23
Customer
lists.
29
A
condition,
stipulation,
or
provision
in
a
franchise
which
30
requires
the
franchisee
to
provide
its
customer
lists
or
31
service
files
to
the
franchiser
is
void.
This
section
shall
32
not
apply
to
notification
by
the
franchisee
to
the
franchiser
33
of
the
delivery
of
a
new
motor
vehicle
to
a
customer
or
to
the
34
submission
to
the
franchiser
of
a
claim
for
warranty
parts,
35
-2-
LSB
5703XC
(2)
83
rn/nh
2/
4
S.F.
_____
repairs,
or
services
supplied
or
performed
by
the
franchisee.
1
Sec.
9.
NEW
SECTION
.
322A.24
Construction.
2
This
chapter
shall
be
liberally
construed
to
effectuate
its
3
purposes.
4
EXPLANATION
5
This
bill
modifies
existing
provisions
and
adds
several
6
new
provisions
to
Code
chapter
322A,
which
regulates
motor
7
vehicle
franchises.
The
new
provisions
are
similar
to
current
8
provisions
in
Code
chapter
523H
and
Code
section
537A.10
which
9
govern
general
franchises
operating
or
granted
within
the
10
state
and
which
are
expressly
not
applicable
to
motor
vehicle
11
franchises
under
Code
chapter
322A.
12
The
bill
expands
the
definition
of
a
franchise
beyond
a
13
contract
meeting
certain
conditions
specified
in
the
chapter
to
14
include
a
separate
agreement
relating
to
the
franchise,
entered
15
into
prior
to,
contemporaneously
with,
or
subsequent
to
the
16
contract
date.
17
The
bill
imposes
on
the
parties
to
the
franchise
a
duty
of
18
good
faith
in
performance
and
enforcement
of
the
franchise.
19
The
bill
addresses
franchise
jurisdiction,
providing
that
a
20
condition,
stipulation,
or
provision
in
a
franchise
restricting
21
jurisdiction
to
a
forum
outside
this
state,
or
providing
that
22
the
franchisee
consents
to
the
jurisdiction
of
a
forum
outside
23
this
state,
is
void.
The
bill
provides
that
a
civil
action
24
or
proceeding
arising
out
of
a
franchise
may
be
commenced
25
wherever
jurisdiction
over
the
parties
or
subject
matter
26
exists,
even
if
the
franchise
limits
actions
or
proceedings
to
27
a
designated
jurisdiction.
Further,
the
bill
states
that
a
28
condition,
stipulation,
or
provision
in
a
franchise
requiring
29
the
application
of
the
law
of
another
state
in
lieu
of
Code
30
chapter
322A,
or
a
condition,
stipulation,
or
provision
in
a
31
franchise
that
the
franchise
is
to
be
governed
by
or
construed
32
in
accordance
with
the
law
of
another
state,
is
void.
33
The
bill
additionally
provides
that
a
condition,
34
stipulation,
or
provision
in
a
franchise
requiring
a
franchisee
35
-3-
LSB
5703XC
(2)
83
rn/nh
3/
4
S.F.
_____
to
waive
compliance
with
or
relieving
a
person
of
a
duty
or
1
liability
imposed
by
or
a
right
provided
by
Code
chapter
2
322A
is
void,
but
that
this
shall
not
affect
the
settlement
3
of
disputes,
claims,
or
civil
lawsuits
arising
or
brought
4
pursuant
to
the
Code
chapter.
Also
void
would
be
a
provision,
5
stipulation,
or
provision
in
a
franchise
prohibiting
or
6
restricting
the
franchisee
from
continuing
another
line-make
at
7
a
dealership
or
adding
an
additional
line-make
to
a
dealership,
8
and
requiring
a
franchisee
to
provide
its
customer
lists
or
9
service
files
to
a
franchiser.
The
bill
states
that
this
10
is
not
applicable
to
notification
by
the
franchisee
to
the
11
franchiser
of
the
delivery
of
a
new
motor
vehicle
to
a
customer
12
or
to
the
submission
to
the
franchiser
of
a
claim
for
warranty
13
parts,
repairs,
or
services
supplied
or
performed
by
the
14
franchisee.
15
The
bill
states
that
Code
chapter
322A
is
to
be
liberally
16
construed
to
effectuate
its
purposes.
17
-4-
LSB
5703XC
(2)
83
rn/nh
4/
4