The 2023 Florida Statutes (including Special Session C)

Title XXIII
MOTOR VEHICLES

Chapter 320
MOTOR VEHICLE LICENSES

View Entire Chapter

F.S. 320.643

320.643 Transfer, assignment, or sale of franchise agreements.—

(1)(a) Notwithstanding the terms of any franchise agreement, a licensee shall not, by contract or otherwise, fail or refuse to give effect to, prevent, prohibit, or penalize or attempt to refuse to give effect to, prohibit, or penalize any motor vehicle dealer from selling, assigning, transferring, alienating, or otherwise disposing of its franchise agreement to any other person or persons, including a corporation established or existing for the purpose of owning or holding a franchise agreement, unless the licensee proves at a hearing pursuant to a complaint filed by a motor vehicle dealer under this section that the sale, transfer, alienation, or other disposition is to a person who is not, or whose controlling executive management is not, of good moral character or does not meet the written, reasonable, and uniformly applied standards or qualifications of the licensee relating to financial qualifications of the transferee and business experience of the transferee or the transferee’s executive management. A motor vehicle dealer who desires to sell, assign, transfer, alienate, or otherwise dispose of a franchise shall notify, or cause the proposed transferee to notify, the licensee, in writing, setting forth the prospective transferee’s name, address, financial qualifications, and business experience during the previous 5 years. A licensee who receives such notice may, within 60 days following such receipt, notify the motor vehicle dealer, in writing, that the proposed transferee is not a person qualified to be a transferee under this section and setting forth the material reasons for such rejection. Failure of the licensee to notify the motor vehicle dealer within the 60-day period of such rejection shall be deemed an approval of the transfer. No such transfer, assignment, or sale shall be valid unless the transferee agrees in writing to comply with all requirements of the franchise then in effect, but with the ownership changed to the transferee.

(b) A motor vehicle dealer whose proposed sale is rejected may, within 60 days following such receipt of such rejection, file with the department a complaint for a determination that the proposed transferee has been rejected in violation of this section. The licensee has the burden of proof with respect to all issues raised by the complaint. The department shall determine, and enter an order providing, that the proposed transferee is either qualified or is not and cannot be qualified for specified reasons, or the order may provide the conditions under which a proposed transferee would be qualified. If the licensee fails to file such a response to the motor vehicle dealer’s complaint within 30 days after receipt of the complaint, unless the parties agree in writing to an extension, or if the department, after a hearing, renders a decision other than one disqualifying the proposed transferee, the franchise agreement between the motor vehicle dealer and the licensee is deemed amended to incorporate such transfer or amended in accordance with the determination and order rendered, effective upon compliance by the proposed transferee with any conditions set forth in the determination or order.

(2)(a) Notwithstanding the terms of any franchise agreement, a licensee shall not, by contract or otherwise, fail or refuse to give effect to, prevent, prohibit, or penalize, or attempt to refuse to give effect to, prevent, prohibit, or penalize, any motor vehicle dealer or any proprietor, partner, stockholder, owner, or other person who holds or otherwise owns an interest therein from selling, assigning, transferring, alienating, or otherwise disposing of, in whole or in part, the equity interest of any of them in such motor vehicle dealer to any other person or persons, including a corporation established or existing for the purpose of owning or holding the stock or ownership interests of other entities, unless the licensee proves at a hearing pursuant to a complaint filed by a motor vehicle dealer under this section that the sale, transfer, alienation, or other disposition is to a person who is not, or whose controlling executive management is not, of good moral character. A motor vehicle dealer, or any proprietor, partner, stockholder, owner, or other person who holds or otherwise owns an interest in the motor vehicle dealer, who desires to sell, assign, transfer, alienate, or otherwise dispose of any interest in such motor vehicle dealer shall notify, or cause the proposed transferee to so notify, the licensee, in writing, of the identity and address of the proposed transferee. A licensee who receives such notice may, within 60 days following such receipt, notify the motor vehicle dealer in writing that the proposed transferee is not a person qualified to be a transferee under this section and setting forth the material reasons for such rejection. Failure of the licensee to notify the motor vehicle dealer within the 60-day period of such rejection shall be deemed an approval of the transfer. Any person whose proposed sale of stock is rejected may file within 60 days of receipt of such rejection a complaint with the department alleging that the rejection was in violation of the law or the franchise agreement. The licensee has the burden of proof with respect to all issues raised by such complaint. The department shall determine, and enter an order providing, that the proposed transferee either is qualified or is not and cannot be qualified for specified reasons; or the order may provide the conditions under which a proposed transferee would be qualified. If the licensee fails to file a response to the motor vehicle dealer’s complaint within 30 days of receipt of the complaint, unless the parties agree in writing to an extension, or if the department, after a hearing, renders a decision on the complaint other than one disqualifying the proposed transferee, the transfer shall be deemed approved in accordance with the determination and order rendered, effective upon compliance by the proposed transferee with any conditions set forth in the determination or order.

(b) Notwithstanding paragraph (a), a licensee may not reject a proposed transfer of a legal, equitable, or beneficial interest in a motor vehicle dealer to a trust or other entity, or to any beneficiary thereof, which is established by an owner of any interest in a motor vehicle dealer for purposes of estate planning, if the controlling person of the trust or entity, or the beneficiary, is of good moral character.

(3) A licensee may not condition any proposed transfer under this section upon a relocation of a dealer, construction of any addition or modification to, or any refurbishing or remodeling of any dealership structure, facility, or building of the existing motor vehicle dealer, or upon any modification of the existing franchise agreement, except for the change of ownership.

(4) During the pendency of any such hearing, the franchise agreement of the motor vehicle dealer shall continue in effect in accordance with its terms. The department shall expedite any determination requested under this section.

(5) Notwithstanding the terms of any franchise agreement, the acceptance by the licensee of the proposed transferee shall not be unreasonably withheld. For the purposes of this section, the refusal by the licensee to accept, in a timely manner, a proposed transferee who satisfies the criteria set forth in subsection (1) or subsection (2) is presumed to be unreasonable.

(6) It shall be a violation of this section for the licensee to reject or withhold approval of a proposed transfer unless the licensee can prove in any court of competent jurisdiction in defense of any claim brought pursuant to s. 320.697 that, in fact, the rejection or withholding of approval of the proposed transfer was not in violation of or precluded by this section and was reasonable. The determination of whether such rejection or withholding was not in violation of or precluded by this section and was reasonable shall be based on an objective standard. Alleging the permitted statutory grounds by the licensee in the written rejection of the proposed transfer shall not protect the licensee from liability for violating this section.

History.—s. 7, ch. 80-217; s. 2, ch. 81-318; s. 8, ch. 84-69; ss. 13, 20, 21, ch. 88-395; s. 4, ch. 91-429; s. 374, ch. 95-148; s. 23, ch. 2001-196; s. 4, ch. 2003-269; s. 3, ch. 2009-93; s. 3, ch. 2017-187.

F.S. 320.643 on Google Scholar

F.S. 320.643 on Casetext

Amendments to 320.643

Arrestable Offenses / Crimes under Fla. Stat. 320.643

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 320.643.

Annotations, Discussions, Cases:

Cases from cite.case.law:

METEOR MOTORS, INC. d b a v. THOMPSON HALBACH ASSOCIATES,, 914 So. 2d 479 (Fla. Dist. Ct. App. 2005)

. . . Thompson cites to section 320.643, but that statute regulates the holders of dealership licenses and . . .

In MORANDE ENTERPRISES, INC., 335 B.R. 188 (Bankr. M.D. Fla. 2005)

. . . trumps the provisions of the Dealer Agreement and the Florida Motor Vehicle Dealership Law, Section 320.643 . . . assignment of a franchise agreement unless the assignee complies with all provisions of the agreement. § 320.643 . . . Accordingly, it is ORDERED, ADJUDGED AND DECREED that 11 U.S.C. § 365(f) does not trump Section 320.643 . . .

HARLEY- DAVIDSON MOTOR COMPANY, INCORPORATED, v. POWERSPORTS, INCORPORATED POWERSPORTS OF SEMINOLE COUNTY, INCORPORATED,, 319 F.3d 973 (7th Cir. 2003)

. . . . § 320.643(1). . . .

FLORIDA CONVALESCENT CENTERS, v. SOMBERG,, 840 So. 2d 998 (Fla. 2003)

. . . Co., 748 So.2d 993, 1000 (Fla.1999) ("In addition to consideration of the plain language of sections 320.643 . . . (1) and 320.643(2), we find that the legislative history underlying those statutory subsections supports . . .

RISLEY, J. v. NISSAN MOTOR CORPORATION IN USA, a, 260 F.3d 1310 (11th Cir. 2001)

. . . . § 320.643. See Risley v. Nissan Motor Corp. USA, 254 F.3d 1296 (11th Cir.2001). . . . Stat. § 320.643. . . .

ERNIE HAIRE FORD, INC. K. B. Jr. B. III, v. FORD MOTOR COMPANY,, 260 F.3d 1285 (11th Cir. 2001)

. . . Stat. § 320.643. . . . Stat. § 320.643(1). . . . Stat. § 320.643(1). . . . 320.643(2)(a). . . . 320.643(2)(a). . . .

RISLEY, J. Jr. v. NISSAN MOTOR CORP. USA, a, 254 F.3d 1296 (11th Cir. 2001)

. . . . §§ 320.643(1), 320.643(2)(a), and (2) AutoNation’s lack of business experience, Fla. . . . . §§ 320.643(1), 320.644. Appellants filed a motion to dismiss. . . . Stat. § 320.643(2)(a) provided the sole basis for Appellee to object to the transfer. . . . Stat. § 320.643, when it filed the verified complaint and objected to the transfer of the dealerships . . . The licensee objected to the Taylor transfer and filed a verified complaint under § 320.643. . . .

HAWKINS, G. v. FORD MOTOR COMPANY,, 196 F.3d 1249 (11th Cir. 1999)

. . . The Supreme Court of Florida rephrased our original certified question as follows: Does section 320.643 . . .

HAWKINS G. v. FORD MOTOR COMPANY,, 748 So. 2d 993 (Fla. 1999)

. . . (1), 320.643(2), and 320.644. . . . We first analyze the relationship between sections 320.643(1) and 320.643(2). . . . (2), not section 320.643(1). . . . Compare § 320.643, Fla. Stat. (1997), and. § 320.644, Fla. Stat. (1997), with § 320.643, Fla. . . . (1) and 320.643(2). . . .

HAWKINS, G. v. FORD MOTOR COMPANY,, 135 F.3d 1443 (11th Cir. 1998)

. . . . § 320.643, and Wilson Davis Ford, Inc. gave notice of an intent to change its executive management . . . Stat. § 320.643, in opposing the transfer of equity to Hawkins and Ripley by means of a complaint that . . . Stat. § 320.643(2)(a) governs the prospective transfer of shares in a motor vehicle dealership. . . . Stat. § 320.643(1), under which a manufacturer may object to a proposed transfer on grounds that the . . . Stat. § 320.643(2)(a) provide the exclusive basis for objection by a motor vehicle manufacturer to the . . .

MIKE SMITH PONTIAC, GMC, INC. v. MERCEDES- BENZ OF NORTH AMERICA, INC., 32 F.3d 528 (11th Cir. 1994)

. . . (Mercedes-Benz) cross-appeals the district court’s summary judgment that Mercedes-Benz violated § 320.643 . . . Section 320.643 Section 320.643 provides a procedure through which a licensee may challenge a proposed . . . Fla.Stat. § 320.643(1). . . . Neither state tribunal was required to determine, specifically, whether § 320.643 was violated. . . . As a result, the Taylor transfer was effectuated by operation of law pursuant to § 320.643. . . . (2) Is an automobile manufacturer deemed to have violated Section 320.643 of the Florida Statutes (1985 . . .

GUS MACHADO BUICK- GMC TRUCK, INC. v. GENERAL MOTORS CORPORATION, GUS MACHADO BUICK- GMC TRUCK, INC. v. BUICK MOTOR DIVISION, GENERAL MOTORS CORPORATION,, 623 So. 2d 810 (Fla. Dist. Ct. App. 1993)

. . . proposed transfer of the franchise by Machado to another dealer, Potamkin, was invalid under Section 320.643 . . . Thereafter, GM filed a verified complaint, pursuant to Section 320.643(1), Florida Statutes (1989), as . . . writing to comply with all requirements of the franchise then in effect,” as is required by section 320.643 . . . The crux of the appeals in each case concerns the Department’s interpretation of section 320.643(1), . . . Section 320.643(1) prohibits a dealer from transferring its franchise agreement to another person unless . . .

BAYVIEW BUICK- GMC TRUCK, INC. f u b o GMC v. GENERAL MOTORS CORPORATION, 597 So. 2d 887 (Fla. Dist. Ct. App. 1992)

. . . On May 7, 1991, Ace notified GM of the pending transfer as required by section 320.643(1), Florida Statutes . . . When a manufacturer receives notice that a dealer intends to transfer a franchise, section 320.643(1) . . . The plain meaning of section 320.643(1) is that if a manufacturer does not formally object to the qualifications . . . Section 320.643(1) also limits a manufacturer’s ability to reject a proposed transferee: Notwithstanding . . . Section 320.643 is grounded in public policy. See section 320.605, Florida Statutes (1991). . . .

In TOM STIMUS CHRYSLER- PLYMOUTH, INC., 134 B.R. 676 (Bankr. M.D. Fla. 1991)

. . . . § 320.643(1), and in any event the franchise agreement cannot be assigned without the consent of the . . . for 10 consecutive business days constitutes abandonment by the dealer of his franchise agreement.... 320.643 . . .

MERCEDES- BENZ OF NORTH AMERICA, a v. MIKE SMITH PONTIAC GMC, INC. a v. DEPARTMENT OF HIGHWAY SAFETY AND MOTOR VEHICLES, MERCEDES- BENZ OF NORTH AMERICA, INC. v. MIKE SMITH PONTIAC GMC, INC. Z. R., 561 So. 2d 620 (Fla. Dist. Ct. App. 1990)

. . . Although section 320.643(2), Florida Statutes (1985), was the basis for the complaint, MBNA asserted . . . In addition, the verification, which was required by section 320.643(2), merely stated: “I have read . . . See § 320.643, Fla.Stat. (1983). . . . According to MBNA, the application of amended section 320.643 constituted an impairment of the dealer . . . See § 320.643(2)(b), Fla.Stat. (1985). . . .

In HENGALO ENTERPRISES, INC. s HENGALO ENTERPRISES, INC. v. SUN BANK OF MIAMI, INC. s, 51 B.R. 54 (Bankr. S.D. Fla. 1985)

. . . . § 320.643 which provides in pertinent part: “A motor vehicle dealer shall not transfer, assign, or . . .

MERCEDES- BENZ OF NORTH AMERICA, INC. a v. DEPARTMENT OF MOTOR VEHICLES OF STATE FIFTH AVENUE MOTORS, LTD. a d b a a d b a, 455 So. 2d 404 (Fla. Dist. Ct. App. 1984)

. . . remanded the case for reinstatement of all counts except the count asserting relief pursuant to section 320.643 . . .

DEPARTMENT OF MOTOR VEHICLES FIFTH AVENUE MOTORS, LTD. a d b a a d b a v. MERCEDES- BENZ OF NORTH AMERICA, INC. a, 408 So. 2d 627 (Fla. Dist. Ct. App. 1981)

. . . The lower court also dismissed count II of the complaint after finding that section 320.643, Florida . . .