2005 Idaho Code - 28-24-104 — TERMINATION OF DEALER AGREEMENT OR CHANGE OF EQUIPMENT DEALER\'S COMPETITIVE CIRCUMSTANCES -- NOTICE -- GOOD CAUSE

                                  TITLE  28
                           COMMERCIAL TRANSACTIONS
                                  CHAPTER 24
               [SUPPLIERS AND DEALERS IN AGRICULTURE EQUIPMENT]
                                   PART 1.
                         AGREEMENTS BETWEEN SUPPLIERS
                        AND DEALERS OF FARM EQUIPMENT
    28-24-104.  TERMINATION OF DEALER AGREEMENT OR CHANGE OF EQUIPMENT
DEALER'S COMPETITIVE CIRCUMSTANCES -- NOTICE -- GOOD CAUSE. (1) A supplier
shall provide written notice to the equipment dealer of any proposed
termination or nonrenewal of a dealer agreement or substantial change in the
competitive circumstances of a dealer agreement. The notice shall state the
reason(s) constituting good cause for the action proposed to be taken. Except
where good cause is alleged under the provisions of paragraphs (a) through (e)
of subsection (2) of this section, such notice shall be provided to the
equipment dealer not less than ninety  (90) days before the proposed action is
to become effective. Except where good cause is alleged under paragraphs (a)
through (d) of subsection (2) of this section, the equipment dealer shall be
given ninety (90) days within which to cure any claimed deficiency, and the
notice shall advise the dealer of his right to cure. If the claimed deficiency
is rectified within ninety (90) days, the notice shall be void and the
proposed action shall not become effective. Notwithstanding the equipment
dealer's failure to cure the deficiency or deficiencies claimed, where a
ninety (90) day notice is required to be given by the supplier, the
contractual term of the dealer agreement shall not expire, nor shall the
dealer agreement be otherwise terminated or canceled, nor shall the equipment
dealer's competitive circumstances be substantially changed prior to the
expiration of at least ninety (90) days following such notice without the
written consent of the equipment dealer.
    (2)  As used in this chapter, "good cause" shall exist, but not be limited
to the following circumstances when the equipment dealer has:
    (a)  Transferred a controlling ownership interest in the equipment
    dealership without the supplier's consent;
    (b)  Made a material misrepresentation to the supplier;
    (c)  Filed a voluntary petition in bankruptcy or has had an involuntary
    petition in bankruptcy filed against the equipment dealer which has not
    been discharged within ninety (90) days after the filing; is in default
    under the provisions of a security agreement in effect with the supplier;
    or is insolvent or in receivership;
    (d)  Been convicted of a crime, punishable for a term of imprisonment for
    one (1) year or more;
    (e)  Failed to operate in the normal course of business for ten (10)
    consecutive business days or has terminated said business;
    (f)  Relocated the equipment dealer's place of business without the
    supplier's consent;
    (g)  Inadequately represented the supplier over a one (1) year period of
    time or length of time or a time mutually agreed upon between the supplier
    and dealer to reflect the ongoing market conditions;
    (h)  Consistently failed to meet building and housekeeping requirements,
    or has failed to provide adequate sales, service or parts personnel
    commensurate with the dealer agreement;
    (i)  Failed to comply with the applicable licensing laws pertaining to the
    products and services being represented for and on supplier's behalf;
    (j)  Materially failed to comply with the terms of the dealer agreement.
    (3)  Notwithstanding the provisions of subsection (2) of this section,
before the termination or nonrenewal of a dealer agreement based upon a
supplier's claim that the dealer has failed to achieve market penetration at
levels consistent with similarly situated dealerships in the state, the
supplier shall provide written notice of its intention at least one (1) year
in advance.
    (a)  After issuance of such a notice, the supplier shall provide fair and
    reasonable efforts to work with the dealer to assist the dealer in gaining
    the required market penetration including, but not limited to, making
    available to the dealer an adequate inventory of new equipment and parts,
    and not withhold programs available to all dealers.
    (b)  Upon the end of the one (1) year period established in this
    subsection (3), the supplier may terminate or elect not to renew the
    dealer agreement only upon written notice specifying the reasons for
    determining that the dealer failed to meet reasonable market penetration.
    The notice must specify that termination or nonrenewal is effective one
    hundred eighty (180) days from the date of the notice and that either
    party may petition the court.
    (c)  A supplier bears the burden of proving that a retailer's area of
    responsibility or trade area does not afford sufficient sales potential to
    reasonably support the retailer. The supplier's proof must be in writing.