2005 Idaho Code - 28-24-103 — DEALER AGREEMENTS -- UNLAWFUL ACTS AND PRACTICES

                                  TITLE  28
                           COMMERCIAL TRANSACTIONS
                                  CHAPTER 24
               [SUPPLIERS AND DEALERS IN AGRICULTURE EQUIPMENT]
                                   PART 1.
                         AGREEMENTS BETWEEN SUPPLIERS
                        AND DEALERS OF FARM EQUIPMENT
    28-24-103.  DEALER AGREEMENTS -- UNLAWFUL ACTS AND PRACTICES. It shall be
a violation of the provisions of this chapter for a supplier to:
    (1)  Require or attempt to require any equipment dealer to order or accept
delivery of any equipment or parts or any equipment with special features or
accessories not included in the base list price of such equipment as publicly
advertised by the supplier which the equipment dealer has not voluntarily
ordered;
    (2)  Require or attempt to require any equipment dealer to enter into any
agreement, whether written or oral, supplementing or amending an existing
dealer agreement with such supplier unless such amendment or supplementary
agreement is imposed on other similarly situated dealers in the state;
    (3)  Refuse to deliver in reasonable quantities and within a reasonable
time after receipt of the equipment dealer's order, to any equipment dealer
having a dealer agreement for the retail sale of new equipment sold or
distributed by such supplier, equipment covered by such dealer agreement
specifically advertised or represented by such supplier to be available for
immediate delivery. The failure to deliver any such equipment shall not be
considered a violation of the provisions of this chapter when deliveries are
based on prior retail sales ordering histories, the priority given to the
sequence in which the orders are received or manufacturing schedules or if
such failure is due to prudent and reasonable restriction on extension of
credit by the supplier to the equipment dealer, an act of God, work stoppage
or delay due to a strike or labor difficulty, a bona fide shortage of
materials, freight embargo or other cause over which the supplier has no
control;
    (4)  Terminate, cancel or fail to renew the dealer agreement of any
equipment dealer or substantially change the competitive circumstances of the
dealer agreement, attempt to terminate or cancel, or threaten not to renew the
dealer agreement or attempt or threaten to substantially change the
competitive circumstances of the dealer agreement without good cause. Nothing
in this paragraph shall be interpreted to apply to a discontinuation of or
change in the product line of an equipment dealer;
    (5)  Condition the renewal, continuation or extension of a dealer
agreement on the equipment dealer's substantial renovation of the equipment
dealer's place of business or on the construction, purchase, acquisition or
rental of a new place of business by the equipment dealer, unless:
    (a)  The supplier has advised the equipment dealer in writing of its
    demand for such renovation, construction, purchase, acquisition or rental
    within a reasonable time prior to the effective date of the proposed date
    of renewal or extension, but in no case less than one (1) year; and
    (b)  The supplier demonstrates the need for such change in the place of
    business and the reasonableness of the demand with respect to marketing
    and servicing the supplier's products and any significant economic
    conditions existing at the time in the equipment dealer's trade area, and
    the equipment dealer does not make a good faith effort to complete such
    construction or renovation  plans within one (1) year.
    (6)  Discriminate in the prices charged for equipment of like grade and
quality sold by the supplier to similarly situated dealers in this state where
the effect of such discrimination may be to substantially lessen competition
or tend to create a monopoly in a line of commerce. The provisions of this
subsection do not prevent the use of differentials which make only due
allowance for differences in the cost of manufacture, sale or delivery of
equipment resulting from the differing methods or quantities in which such
equipment is sold or delivered; provided that nothing shall prevent a supplier
from offering a lower price in order to meet an equally low price of a
competitor, or the services or facilities furnished by a competitor;
    (7)  Unreasonably withhold consent for an equipment dealer to change the
capital structure of the equipment dealership or the means by which it is
financed,  provided that the equipment dealer meets the reasonable capital
requirements of the supplier;
    (8)  Prevent, by contract or otherwise, any equipment dealer or any
officer, member, partner or stockholder of an equipment dealership from
selling, assigning, or transferring any interest or portion thereof held by
any of them in the equipment dealership to any other person or party;
provided, however, that no equipment dealer, officer, partner, member or
stockholder shall have the right to sell, transfer, or assign the equipment
dealership or the power of management or control thereof without the written
consent of the supplier, except that such consent shall not be unreasonably
withheld if the buyer, transferee, or assignee meets the reasonable financial,
business experience and character standards of the supplier. Should a supplier
determine that the designated transferee is not acceptable, the supplier shall
provide the equipment dealer with written notice of the supplier's objections
and specific reasons for withholding its consent within thirty (30) calendar
days of receipt of notice from the equipment dealer;
    (9)  Require an equipment dealer to assent to a release, assignment,
novation, waiver or estoppel which would relieve any person from liability
imposed by this chapter;
    (10) (a) Unreasonably withhold consent, in the event of the death of the
    equipment dealer or the principal owner of the equipment dealership, to
    the transfer of the equipment dealer's or the principal owner's interest
    in the equipment dealership to another individual, if the individual meets
    the reasonable financial, business experience and character standards of
    the supplier. A supplier shall have sixty (60) days to consider a request
    to make a transfer to an individual. If, within that period, the supplier
    determines that the individual does not meet the reasonable financial,
    business experience and character standards of the supplier, it shall
    provide the dealership, heirs to the dealership, or the estate of the
    dealer with written notice of its objection and the specific reasons for
    withholding its consent. If the individual reasonably satisfies the
    supplier's objections within sixty (60) days after notice thereof, the
    supplier shall approve the transfer. Nothing in this paragraph shall
    entitle a qualified individual to continue to operate the dealership
    without the consent of the supplier.
    (b)  Notwithstanding the provisions of paragraph (a) of this subsection,
    in the event that a supplier and equipment dealer have duly executed an
    agreement concerning succession rights prior to the equipment dealer's
    death, and if such agreement has not been revoked, such agreement shall be
    observed.
    (11) Cause the equipment dealer to refrain from participation in the
management, investment, acquisition or sale of any other related product or
product line of equipment, parts or accessories, from the same or separate
locations;
    (12) Fail to compensate a dealer for preparation and delivery of equipment
that the supplier sells or leases for use within this state and that the
dealer prepares for delivery and delivers.