SB-1309, As Passed Senate, July 1, 2010

SUBSTITUTE FOR

SENATE BILL NO. 1309

     A bill to amend 1981 PA 118, entitled

"An act to regulate motor vehicle manufacturers, distributors,

wholesalers, dealers, and their representatives; to regulate

dealings between manufacturers and distributors or wholesalers and

their dealers; to regulate dealings between manufacturers,

distributors, wholesalers, dealers, and consumers; to prohibit

unfair practices; to provide remedies and penalties; and to repeal

certain acts and parts of acts,"

by amending sections 2, 3, 4, 5, 6, 11, 12, and 13 (MCL 445.1562,

445.1563, 445.1564, 445.1565, 445.1566, 445.1571, 445.1572, and

445.1573), sections 2, 3, 5, and 13 as amended by 1998 PA 456,

section 4 as amended by 2000 PA 240, and sections 6, 11, and 12 as

amended by 1983 PA 188.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

     Sec. 2. (1) "Closed dealership" means a new motor vehicle

dealer whose dealer agreement has been terminated, canceled,

discontinued, or not renewed.

     (2) "Coerce" means to compel or attempt to compel a person to

act in a given manner or to refrain from acting in a given manner

by pressure, intimidation, or threat of harm, damage, breach of

contract, or other adverse consequences, including, but not limited

to, the loss of any benefit available to other new motor vehicle

dealers of the same line make in this state. The term does not

include any of the following actions by a manufacturer:

     (a) Without conditions, making a good faith recommendation,

exposition, or argument or persuading or attempting to persuade a

person.

     (b) Giving notice in good faith to a new motor vehicle dealer

of that dealer's violation of the terms or provisions of a dealer

agreement.

     (c) Engaging in any conduct the manufacturer is permitted to

engage in under this act.

(3) (2) "Dealer agreement" means the an agreement or contract

in writing between a distributor and a new motor vehicle dealer,

between a manufacturer and a distributor or a new motor vehicle

dealer, or between an importer and a distributor or a new motor

vehicle dealer, which that purports to establish the legal rights

and obligations of the parties to the agreement or contract with

regard to the purchase and sale or resale of new and unaltered

motor vehicles and accessories for motor vehicles and under which

the dealer purchases and resells new motor vehicles and conducts

service operations. The term includes the sales and service

agreement, regardless of the terminology used to describe that

agreement, and any addenda to the dealer agreement, including all

schedules, attachments, exhibits, and agreements incorporated by

reference into the dealer agreement.

(4) (3) "Designated family member" means any of the following:

     (a) If a new motor vehicle dealer who dies or becomes

incapacitated has designated a successor under section 15(6), that

designated successor.

     (b) If a new motor vehicle owner dies and has not designated a

successor under section 15(6), the spouse , or a child, grandchild,

parent, brother, or sister of a deceased new motor vehicle dealer,

who is entitled to inherit the deceased dealer's ownership interest

in the new motor vehicle dealership under the terms of the dealer's

will, or who has otherwise been designated in writing by a deceased

dealer to succeed the deceased dealer in the new motor vehicle

dealership, or who is entitled to inherit under the laws of

intestate succession of this state . With respect to an

incapacitated new motor vehicle dealer, the term means the person

appointed by a court as the legal representative of the new motor

vehicle dealer's property. The term also includes or the appointed

and qualified personal representative and the or testamentary

trustee of a the deceased new motor vehicle dealer. However, the

term shall mean only that designated successor nominated by the new

motor vehicle dealer in a written document filed by the dealer with

the manufacturer or distributor, if such a document is filed.

     (c) If a new motor vehicle dealer becomes incapacitated and

has not designated a successor under section 15(6), the person

appointed by the court as the legal representative of the dealer.

     Sec. 3. (1) "Distributor" means any person, including an

importer, resident or nonresident, who that is located in or

outside of this state and is engaged in the business pursuant to a

dealer agreement, in whole or in part, of offering for sale,

selling, or distributing new and unaltered motor vehicles to a new

motor vehicle dealer , who under a dealer agreement, that maintains

a factory representative for such purposes, resident or

nonresident, that is located in or outside of this state for

purposes of conducting that business, or who that controls any a

person , resident or nonresident, who in whole or in part that is

located in or outside of this state and offers for sale, sells, or

distributes new and unaltered motor vehicles to a new motor vehicle

dealer. Distributor does not include a person who that alters or

converts motor vehicles for sale to a new motor vehicle dealer.

     (2) "Established place of business" means a permanent,

enclosed commercial building located within in this state that is

easily accessible and open to the public at all reasonable times

and at which the business of a new motor vehicle dealer may legally

conduct business, including the display and repair of motor

vehicles, may be lawfully carried on in accordance compliance with

the terms of all applicable buildings codes, zoning, and other

land-use regulatory ordinances.

     (3) "Executive manager" means an individual employed by a new

motor vehicle dealer in an executive capacity and who has a written

employment agreement with the dealer that includes a right for the

executive manager to purchase a controlling interest in the

dealership at a future time or on the death or incapacity of the

dealer.

(4) (3) "Factory branch" means an office maintained by a

manufacturer or distributor for the purpose of selling or offering

for sale to sell vehicles to a distributor, wholesaler, or new

motor vehicle dealer , or for directing or supervising in whole or

in part any factory or distributor representatives. The term

includes any sales promotion organization maintained by a

manufacturer or distributor which that is engaged in promoting the

sale of a particular make of new motor vehicles in this state to

new motor vehicle dealers.

(5) (4) "Factory representative" means an agent or employee of

a manufacturer, distributor, or factory branch retained or employed

for the purpose of making or promoting the sale of new motor

vehicles or for supervising or contracting with new motor vehicle

dealers or proposed motor vehicle dealers.

     Sec. 4. (1) "Good faith" means honesty in fact and the

observation of reasonable commercial standards of fair dealing in

the trade, as defined and interpreted under that term as defined in

section 2103 of the uniform commercial code, 1962 PA 174, MCL

440.2103.

     (2) "Manufacturer" means any a person who that manufactures or

assembles new motor vehicles ; or any a distributor, factory

branch, or factory representative.

     (3) "Motor vehicle" means that term as defined in section 33

of the Michigan vehicle code, 1949 PA 300, MCL 257.33, but does not

include a bus, a tractor, or farm equipment.

     (4) "Motor vehicle service and repair facility" means a motor

vehicle repair facility, as defined in section 2 of the motor

vehicle service and repair act, 1974 PA 300, MCL 257.1302. The term

does not include a motor vehicle dealer performing maintenance,

diagnosis, vehicle body work, repairs, or other service or repair

work on motor vehicles under the terms of a dealer agreement.

     Sec. 5. (1) "New motor vehicle" means a motor vehicle which

that is in the possession of the manufacturer, distributor, or

wholesaler, or has been sold only to a new motor vehicle dealer and

on for which the new motor vehicle dealer has not issued an

original title. has not been issued from the new motor vehicle

dealer.

     (2) "New motor vehicle dealer" means a person, including a

distributor, who that holds a dealer agreement granted by a

manufacturer, distributor, or importer for the sale or distribution

of its motor vehicles; , who is engaged in the business of

purchasing, selling, exchanging, or dealing in new motor vehicles;

and who has an established place of business in this state.

     (3) "Person" means a natural person, partnership, corporation,

limited liability company, association, trust, estate, or other

legal entity.

     (4) "Proposed new motor vehicle dealer" means a person who has

an application pending for a new dealer agreement with a

manufacturer or distributor. Proposed motor vehicle dealer does not

include a person whose dealer agreement is being renewed or

continued.

Sec. 6. (1) "Relevant market area" means 1 of the following:

     (a) For a proposed new motor vehicle dealer or a new motor

vehicle dealer who plans to relocate his or her place of business

in a county having a population which is greater than 25,000, the

area within a radius of 6 miles of the intended site of the

proposed or relocated dealer. The 6-mile distance shall be In a

county that has a population of more than 150,000, the area within

a radius of 9 miles of the site of the intended place of business

of a proposed new vehicle dealer or the intended place of business

of a new vehicle dealer that plans to relocate its place of

business. For purposes of this section, the 9-mile distance is

determined by measuring the distance between the nearest surveyed

boundary of the an existing new motor vehicle dealer's principal

place of business and the nearest surveyed boundary line of the

proposed or relocated new motor vehicle dealer's principal place of

business.

     (b) For a proposed new motor vehicle dealer or a new motor

vehicle dealer who plans to relocate his or her place of business

in a county having a population which is not greater than 25,000,

the area within a radius of 10 miles of the intended site of the

proposed or relocated dealer, or the county line, whichever is

closer to the intended site. The 10-mile distance shall be In a

county that has a population of 150,000 or fewer, the area within a

radius of 15 miles of the site of the intended place of business of

a proposed new vehicle dealer or the intended place of business of

a new vehicle dealer that plans to relocate its place of business.

For purposes of this section, the 15-mile distance is determined by

measuring the distance between the nearest surveyed boundary line

of the an existing new motor vehicle dealer's principal place of

business and the nearest surveyed boundary line of the proposed or

relocated new motor vehicle dealer's principal place of business.

     (2) "Successor manufacturer" means a manufacturer that

acquires, succeeds to, or assumes any part of the business of

another manufacturer as the result of any of the following:

     (a) A change in ownership, operation, or control of a

predecessor manufacturer by sale or transfer of assets, corporate

stock, or other equity interest, assignment, merger, consolidation,

combination, joint venture, redemption, court-approved sale,

operation of law, or any other means.

     (b) Termination, suspension, or cessation of a part or all of

the business operations of a predecessor manufacturer.

     (c) Discontinuance of the sale of a product line.

     (d) A change in distribution system by a predecessor

manufacturer, whether through a change in distributor or the

predecessor manufacturer's decision to cease conducting any

business through a particular distributor.

     (3) "Used motor vehicle" means a motor vehicle that is not a

new motor vehicle.

     (4) "Used motor vehicle dealer" means a person that is engaged

in the business of purchasing, selling, exchanging, or dealing in

used motor vehicles and that has an established place of business

in this state at which it conducts that business. The term does not

include a new motor vehicle dealer purchasing, selling, exchanging,

or dealing in used motor vehicles as part of its business of

purchasing, selling, exchanging, or dealing in new motor vehicles.

     Sec. 11. (1) Upon the termination, cancellation, nonrenewal,

or discontinuance of any dealer agreement, Subject to section 12,

if a manufacturer terminates, cancels, does not renew, or

discontinues a dealer agreement for any reason other than a reason

described in section 10(c), or if a dealer agreement is terminated,

canceled, nonrenewed, or discontinued as a result of coercion by

the manufacturer, the manufacturer shall pay the new motor vehicle

dealer shall be allowed fair and reasonable compensation by the

manufacturer or distributor for all of the following:

     (a) All new current model year motor vehicle inventory

purchased from the manufacturer or distributor, which has not been

materially altered, substantially damaged, or driven for more than

300 miles and all new motor vehicle inventory not of the current

model year which has not been materially altered, substantially

damaged, or driven for more than 300 miles, provided the noncurrent

model vehicles were purchased from the manufacturer or distributor

and drafted on the dealer's financing source or paid for within 120

days of the effective date of the termination, cancellation, or

nonrenewal. Each vehicle in the new motor vehicle dealer's

inventory that meets all of the following:

     (i) The vehicle is new, undamaged, not materially altered, and

unsold.

     (ii) The vehicle is a current model year vehicle or a vehicle

from the model year preceding the current model year.

     (iii) The vehicle was purchased from the manufacturer or another

dealer of the same line make in the ordinary course of business

before the dealer received notice of the termination,

discontinuance, cancellation, or nonrenewal of the dealer agreement

under section 10.

     (iv) The vehicle has less than 750 miles registered on the

odometer.

     (b) Supplies and parts inventory purchased from the

manufacturer or distributor and listed in the manufacturer's or

distributor's current parts catalog.

     (c) Equipment , furnishings, and signs purchased from the

manufacturer. or distributor.

     (d) Special tools purchased from the manufacturer or

distributor within 3 years of the date of in the 3-year period

preceding the effective date of the termination, cancellation,

nonrenewal, or discontinuance of the dealer agreement.

     (e) Data processing programs, software, and equipment that a

manufacturer required that a terminated new motor vehicle dealer

obtain or purchase for communication of sales, service, warranty,

or other information between the dealer and the manufacturer; that

the terminated dealer used exclusively for the make or line of

vehicle and location covered by the terminated dealer agreement to

manage or report data to the manufacturer; and that meets 1 of the

following:

     (i) It was purchased by the dealer in the 2-year period

preceding the date of the termination, discontinuance,

cancellation, or nonrenewal of the dealer agreement.

     (ii) It was leased by the dealer before the effective date of

the termination. However, a manufacturer is only responsible under

this subparagraph for the amounts remaining to be paid or paid in

advance on the dealer's lease for a period that does not exceed 2

years.

     (f) The net cost of any upgrades or alterations made by a

terminated new motor vehicle dealer to the dealership facilities if

the manufacturer required the upgrades or alterations and the

upgrades or alterations were made in the 2-year period preceding

the effective date of the termination of the dealer agreement. In

determining fair and reasonable compensation under this

subdivision, the manufacturer may offset any amounts paid by the

manufacturer to subsidize or otherwise assist the dealer in making

the upgrades or alterations.

     (g) The net cost of any furnishings the manufacturer required

that a terminated new motor vehicle dealer purchase in the 2-year

period preceding the effective date of the termination of the

dealer agreement. In determining fair and reasonable compensation

under this subdivision, the manufacturer may offset any amounts

paid by the manufacturer to subsidize or otherwise assist the

dealer in purchasing those furnishings.

     (2) Upon the termination, cancellation, nonrenewal, or

discontinuance of a dealer agreement, In addition to the payment of

compensation under subsection (1), subject to section 12, if a

manufacturer terminates, cancels, does not renew, or discontinues a

dealer agreement for any reason other than a reason described in

section 10(c), the manufacturer or distributor shall also pay to

the new motor vehicle dealer a sum in equal monthly installments an

amount equal to the current, fair rental value of his or her its

established place of business for a period of 1 year from the

effective date of termination, cancellation, nonrenewal, or

discontinuance, or the remainder of any lease, whichever is less.

However, the payment required by this subsection shall not apply to

any termination, cancellation, nonrenewal, or discontinuance made

pursuant to section 10(c).This obligation is subject to both of the

following:

(a) (3) The requirement of paying an annual obligation to pay

a new motor vehicle dealer fair rental value pursuant to under this

subsection (2) shall apply applies only to the extent that the new

motor vehicle dealer's established place of business is used for

performance of sales and service obligations under the

manufacturer's or distributor's dealer agreement.

(b) (4) In the event that termination is by the dealer, If the

new motor vehicle dealer terminates a dealer agreement, the

manufacturer is only required to make the payment required by under

this subsection (2) is required only if the new motor vehicle

dealer makes available to the manufacturer or distributor and the

manufacturer accepts use and possession of the premises free of any

claims of others for the 1-year period, except for use by the

dealer for closing his or her business.

     (5) In the event that termination is by the dealer, the

payment required by subsection (2) shall not exceed $20,000.00

unless provided otherwise by contract entered into between the

parties.

     (3) In addition to the payment of compensation under

subsection (1), subject to section 12, if a manufacturer

terminates, cancels, does not renew, or discontinues a dealer

agreement for any of the following reasons, the manufacturer shall

pay the new motor vehicle dealer fair and reasonable compensation

for the goodwill of the dealer:

     (a) The ownership, operation, or control of all or part of the

business of the manufacturer changes, whether by sale or transfer

of assets, corporate stock, or other equity interest, assignment,

merger, consolidation, combination, joint venture, redemption, or

operation of law.

     (b) All or part of the business operations of the manufacturer

are terminated or suspended or cease.

     (c) The manufacturer discontinues a line make.

(4) (6) This section shall does not relieve a new motor

vehicle dealer, lessor, or other owner of an established place of

business from the obligation of mitigating damages.

     Sec. 12. (1) Compensation A manufacturer shall pay the

compensation for new motor vehicle inventory under section 11(1)(a)

shall be paid, if possible, within 30 days after the effective date

of the termination, cancellation, nonrenewal, or discontinuance,

provided that the new motor vehicle dealer has met all reasonable

requirements of the dealer agreement with respect to the return of

the new motor vehicle inventory. Compensation for and items of

personal property required by under section 11(1)(b), 11(1)(c), and

11(1)(d) shall be paid 11(1) within 90 60 days after the effective

date of the termination, cancellation, nonrenewal, or

discontinuance, provided that the new motor vehicle dealer has met

all reasonable requirements of the dealer agreement with respect to

the return of the new motor vehicle inventory and repurchased

personal property, including providing clear title to the

repurchased personal property.

     (2) All of the following apply in determining the amount of

fair and reasonable compensation under section 11(1):

     (a) Fair and reasonable compensation pursuant to under section

11(1)(a) shall be not less than the new motor vehicle dealer's net

acquisition cost.

     (b) Fair and reasonable compensation pursuant to for supplies

and parts inventory for purposes of section 11(1)(b) shall be is

the amount stated in the manufacturer's or distributor's current

parts price list.

     (c) Fair and reasonable compensation pursuant to for purposes

of section 11(1)(c), and 11(1)(d) shall be (d), and (e) is the fair

market value of the personal property described in those

subdivisions.

     (3) All of the following apply to the determination of fair

rental value of a new motor vehicle dealer's established place of

business under section 11(2):

     (a) The manufacturer and dealer shall make a good faith effort

to agree to the fair rental value of the premises, taking into

consideration the adequacy and desirability of the premises for

dealership operations and the fair market value of the premises.

     (b) If the manufacturer and the new motor vehicle dealer agree

on the fair rental value within 30 days after the effective date of

the termination, cancellation, nonrenewal, or discontinuance of the

dealer agreement, that valuation is conclusive and binding on the

manufacturer and the new motor vehicle dealer.

     (c) If the manufacturer and dealer cannot agree to the fair

rental value of the premises under subdivision (a) within 30 days

after the effective date of the termination, cancellation,

nonrenewal, or discontinuance of the dealer agreement, the fair

rental value of the premises shall be determined by 3 qualified

real estate appraisers. All of the following apply to the

determination of fair rental value under this subdivision:

     (i) The dealer and manufacturer shall each select a qualified

real estate appraiser within 60 days after the effective date of

the termination, cancellation, nonrenewal, or discontinuance of the

dealer agreement, and those appraisers shall select a third

qualified real estate appraiser.

     (ii) Within 150 days after the effective date of the

termination, cancellation, nonrenewal, or discontinuance of the

dealer agreement, each of the 3 appraisers selected under

subparagraph (i) shall complete an appraisal of the fair rental

value of the premises, and the median appraisal shall be the fair

rental value of the premises for purposes of this subsection.

     (iii) The manufacturer and the dealer are each responsible for

50% of the costs of the appraisals under this subdivision.

     (4) All of the following apply in determining the fair and

reasonable compensation for a new motor vehicle dealer's goodwill

under section 11(3):

     (a) If a successor manufacturer offers a dealer agreement to a

dealer whose dealer agreement with the manufacturer is terminated,

canceled, not renewed, or discontinued and the terms of the

proposed dealer agreement are substantially similar to the terms

offered by the successor manufacturer to other new motor vehicle

dealers of the same line make, the manufacturer that terminated,

canceled, did not renew, or discontinued the dealer agreement is

not required to pay any compensation under section 11(3) for the

dealer's goodwill.

     (b) If subdivision (a) does not apply, the manufacturer and

dealer shall make a good faith effort to agree to fair and

reasonable compensation for the dealer's goodwill, based on the

fair market value of that goodwill on the day before the

termination, cancellation, nonrenewal, or discontinuance of the

dealer agreement.

     (c) If the manufacturer and the new motor vehicle dealer agree

on fair and reasonable compensation within 30 days after the

effective date of the termination, cancellation, nonrenewal, or

discontinuance of the dealer agreement, that agreement is

conclusive and binding on the manufacturer and the new motor

vehicle dealer.

     (d) If the manufacturer and dealer cannot agree to fair and

reasonable compensation for the dealer's goodwill under subdivision

(b) within 30 days after the effective date of the termination,

cancellation, nonrenewal, or discontinuance of the dealer

agreement, the amount of fair and reasonable compensation for the

dealer's goodwill shall be determined by 3 qualified appraisers.

All of the following apply to the determination of fair and

reasonable compensation under this subdivision:

     (i) The dealer and manufacturer shall each select a qualified

appraiser within 60 days after the effective date of the

termination, cancellation, nonrenewal, or discontinuance of the

dealer agreement, and those appraisers shall select a third

qualified appraiser.

     (ii) Within 150 days after the effective date of the

termination, cancellation, nonrenewal, or discontinuance of the

dealer agreement, each of the 3 appraisers selected under

subparagraph (i) shall complete an appraisal of the fair market

value of the dealer's goodwill on the day before the termination,

cancellation, nonrenewal, or discontinuance of the dealer

agreement, and the median appraisal of that fair market value shall

be the fair and reasonable compensation for the goodwill for

purposes of this subsection.

     (iii) The manufacturer and the dealer are each responsible for

50% of the costs of the appraisals under this subdivision.

(5) (3) In the event If a payment required under subsection

(1) is not made within 90 days as provided in subsection (1) the

60-day period described in that subsection, then beginning on the

day after the expiration of that 60-day period, interest shall

accrue thereafter on all amounts due the new motor vehicle dealer

at a rate of 12% 6% per annum.

     (6) As used in this section:

     (a) "Qualified appraiser" means an independent individual who

is qualified by experience and ability to value the goodwill of a

business.

     (b) "Qualified real estate appraiser" means a certified

general real estate appraiser or a state licensed real estate

appraiser, as those terms are defined in section 2601 of the

occupational code, 1980 PA 299, MCL 339.2601.

     Sec. 13. A manufacturer , importer, or distributor shall not

require any new motor vehicle dealer in this state to do any of the

following:

     (a) Order , or accept delivery of any new motor vehicle, or a

part or accessory of a new motor vehicle, equipment, or any other

commodity not required by law which was that is not voluntarily

ordered by the new motor vehicle dealer. This section does not

prevent the manufacturer or distributor from requiring that new

motor vehicle dealers carry a reasonable inventory of models

offered for sale by the manufacturer. or distributor.

     (b) Order or accept delivery of any new motor vehicle with

special features, accessories, or equipment not included in the

list price of the new motor vehicle as publicly advertised by the

manufacturer. or distributor.

     (c) Participate monetarily in any advertising campaign or

contest, or purchase any promotional materials, display devices, or

display decorations or materials, or pay or assume directly in

connection with the sale of a new motor vehicle any part of the

cost of a refund, rebate, or discount made by or lawfully imposed

by the manufacturer or distributor to or in favor of a consumer,

unless voluntarily agreed to by the dealer.

     (d) Enter into any agreement with the manufacturer or

distributor or do any other act prejudicial to the new motor

vehicle dealer by threatening to terminate a dealer agreement or

any contractual agreement or understanding existing between the

dealer and the manufacturer. or distributor. Notice in good faith

to any dealer of the dealer's violation of any terms or provisions

of the dealer agreement shall does not constitute a violation of

this act.

     (e) Change the capital structure of the new motor vehicle

dealership or the means by or through which the dealer finances the

operation of the dealership, if the dealership at all times meets

any reasonable capital standards determined by the manufacturer in

accordance with uniformly applied criteria.

     (f) Refrain from participation in the management of,

investment in, or the acquisition of, any other line of new motor

vehicle vehicles or related products at or in any of the following:

     (i) At a location different from the location used by the

dealer for the sale or service of new motor vehicles or related

products of the manufacturer, provided that if the dealer maintains

a reasonable line of credit for each make or line of vehicle,

remains in compliance with reasonable facilities requirements,

remains in substantial compliance with capital requirements, and

makes no change in the principal management of the dealer.

     (ii) In facilities at the same location as, but separated from,

the facilities used by the dealer for the sale or service of new

motor vehicles or related products of the manufacturer, if the

dealer maintains a reasonable line of credit for each make or line

of vehicle, remains in compliance with minimum space requirements

and reasonable facilities requirements, remains in substantial

compliance with capital requirements, and does not make a change in

the principal management of the dealer.

     (iii) Unless the manufacturer otherwise objects based on other

reasonable business considerations, in the same facilities used by

the dealer for the sale or service of new motor vehicles or related

products of the manufacturer, if the dealer maintains a reasonable

line of credit for each make or line of vehicle, remains in

compliance with reasonable facilities requirements, remains in

substantial compliance with capital requirements, and does not make

a change in the principal management of the dealer. The

manufacturer has the burden of proving reasonable business

considerations for purposes of this subparagraph.

     (g) Change the location of the new motor vehicle dealership or

make any substantial alterations to the dealership premises, where

to do so would be if changing the location or making the

alterations is unreasonable.

     (h) Prospectively assent to a release, assignment, novation,

waiver, or estoppel which that would relieve any person from

liability imposed by this act; require that any dealer agreement be

governed by the laws of a state other than this state; or require

referral of any controversy between a new motor vehicle dealer and

a manufacturer , importer, or distributor to be referred to a

person other than the duly constituted courts of this state, or of

the United States located in this state, if the referral would be

binding upon on the new motor vehicle dealer. unless the parties

agree This subdivision does not apply to an agreement between the

parties, made at the time of a controversy, to refer a the

controversy to a court of the United States located outside this

state or agree at the time of the an arbitration to conduct the

arbitration either within in or outside of this state. Such a A

provision in a dealer agreement that violates this subdivision is

void and unenforceable.

     Enacting section 1. This amendatory act does not take effect

unless Senate Bill No. 1308 or House Bill No. 6100 of the 95th

Legislature is enacted into law.

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