1.1.................... moves to amend H.F. No. 1157 as follows:
1.2Delete everything after the enacting clause and insert:

1.3    "Section 1. [80G.01] DEFINITIONS.
1.4    Subdivision 1. Scope. For the purposes of sections 80G.01 to 80G.11, the terms
1.5defined in this section have the meanings given them.
1.6    Subd. 2. Dealership agreement. "Dealership agreement" means a written
1.7agreement of definite or indefinite duration between an outdoor sport equipment
1.8manufacturer and an outdoor sport equipment dealer or distributor that enables the dealer
1.9to purchase equipment from the manufacturer or dealer and provides for the rights and
1.10obligations of the parties with respect to the purchase or sale of outdoor sport equipment.
1.11    Subd. 3. Designated successor. "Designated successor" means one or more persons
1.12nominated by the dealer, in a written document filed by the dealer with the manufacturer
1.13or distributor at the time the dealership agreement is executed, to succeed the dealer in the
1.14event of the dealer's death or incapacity.
1.15    Subd. 4. Outdoor sport equipment. "Outdoor sport equipment" means
1.16snowmobiles as defined in section 84.81, subdivision 3; all-terrain vehicles as defined
1.17in section 84.92, subdivision 8; personal watercraft as defined in section 86B.005,
1.18subdivision 14a; watercraft as defined in section 86B.005, subdivision 18; and off-highway
1.19motorcycles, as defined in section 84.787, subdivision 7, and all attachments and repair
1.20parts for all of this equipment.
1.21    Subd. 5. Outdoor sport equipment dealer or dealer. "Outdoor sport equipment
1.22dealer" or "dealer" means a person engaged in acquiring outdoor sport equipment from a
1.23manufacturer and reselling the outdoor sport equipment at wholesale or retail.
1.24    Subd. 6. Outdoor sport equipment distributor or distributor. "Outdoor sport
1.25equipment distributor" means a person, other than a manufacturer, who offers for sale,
1.26sells, or distributes outdoor sport equipment to an outdoor sport equipment dealer or who
1.27maintains a factory representative, or who controls a person who offers for sale, sells,
2.1or distributes outdoor equipment to an outdoor sport equipment dealer. "Distributor"
2.2includes a wholesaler.
2.3    Subd. 7. Outdoor sport equipment manufacturer or manufacturer. "Outdoor
2.4sport equipment manufacturer" or "manufacturer" means a person engaged in the
2.5manufacture or assembly of outdoor sport equipment. The term also includes any
2.6successor in interest of the outdoor sport equipment manufacturer, including any purchaser
2.7of assets or stock, any surviving corporation resulting from a merger or liquidation, any
2.8receiver or assignee, or any trustee of the original outdoor sport equipment manufacturer.
2.9    Subd. 8. Person. "Person" means an individual, partnership, limited partnership,
2.10corporation, limited liability company, trustee of a trust, personal representative of an
2.11estate, or any other type of business entity.
2.12    Subd. 9. Proposed outdoor sport equipment dealer. "Proposed outdoor sport
2.13equipment dealer" or "proposed dealer" means a person who has an application for a new
2.14dealership agreement pending with a manufacturer or distributor. Proposed dealer does
2.15not include a person whose dealership agreement is being renewed or continued.

2.16    Sec. 2. [80G.02] DEALERSHIP AGREEMENT AND COMPLIANCE
2.17REQUIRED FOR SALE OR PURCHASE OF OUTDOOR SPORT EQUIPMENT.
2.18    A manufacturer or distributor shall not offer for sale to a new outdoor sport
2.19equipment dealer, and a new or proposed new outdoor sport equipment dealer shall not
2.20offer to purchase from a manufacturer, new outdoor sport equipment without first entering
2.21into a written dealership agreement and complying with all other applicable provisions of
2.22this chapter. The written agreement may provide for certain types of routine transactions
2.23to be done orally.

2.24    Sec. 3. [80G.03] CONTENTS OF DEALERSHIP AGREEMENT.
2.25    Each dealership agreement must include, but is not limited to, all of the following:
2.26    (1) the territory or market area;
2.27    (2) the period of time covered by the dealership agreement;
2.28    (3) performance and marketing standards;
2.29    (4) notice provisions for termination, cancellation, or nonrenewal;
2.30    (5) obligations in the preparation and delivery of product and warranty service;
2.31    (6) disposition obligations upon termination, cancellation, or nonrenewal relating to
2.32inventory, equipment, furnishings, special tools, and required signs acquired within the 18
2.33months immediately prior to the date of termination, cancellation, or nonrenewal; and
2.34    (7) dispute resolution procedures.

3.1    Sec. 4. [80G.04] SALE, TRANSFER, EXCHANGE OF DEALERSHIP;
3.2CONSENT; CRITERIA; PROHIBITED CONDUCT.
3.3    (a) A manufacturer or distributor shall not unreasonably withhold consent to the
3.4sale, transfer, or exchange of a dealership to a person who meets the criteria, if any, set
3.5forth in the dealership agreement.
3.6    (b) Failure by a manufacturer or distributor to respond within 60 days after receipt of
3.7a written request by the dealer to the manufacturer or distributor for consent to the sale,
3.8transfer, or exchange of a dealership is considered consent to the request.

3.9    Sec. 5. [80G.05] INABILITY OF DESIGNATED SUCCESSOR TO SUCCEED
3.10OUTDOOR SPORT EQUIPMENT DEALER.
3.11    If a designated successor is not able to succeed the outdoor sport equipment dealer
3.12because of the designated successor's death or legal incapacity, the dealer may, at any time
3.13after that death or incapacity, execute and deliver to the manufacturer or distributor a new
3.14document nominating a designated successor.

3.15    Sec. 6. [80G.06] DESIGNATED SUCCESSOR OF DECEASED OR
3.16INCAPACITATED SPORT EQUIPMENT DEALER; NOTICE OF INTENT;
3.17EXISTING DEALERSHIP AGREEMENT; PERSONAL AND FINANCIAL DATA;
3.18NOTICE OF REFUSAL TO APPROVE SUCCESSION.
3.19    (a) A designated successor of a deceased or incapacitated new sport equipment
3.20dealer may succeed the dealer in the ownership or operation of the dealership under
3.21the existing dealership agreement if the designated successor gives the manufacturer
3.22or distributor written notice of the designated successor's intention to succeed to the
3.23dealership within 60 days after the dealer's death or incapacity and agrees to be bound by
3.24all of the terms and conditions of the dealership agreement. A manufacturer or distributor
3.25may refuse to honor the existing dealer agreement with the designated successor for good
3.26cause or on the basis of criteria agreed to in the existing dealership agreement.
3.27    (b) The manufacturer or distributor may request from a designated successor the
3.28personal and financial data necessary to determine whether the existing dealership
3.29agreement should be honored with the designated successor. Upon request, the designated
3.30successor shall supply the personal and financial data.
3.31    (c) Within 60 days after receiving the notice of the designated successor's intent
3.32to succeed the dealer in the ownership and operation of the dealership or within 60
3.33days after receiving the requested personal and financial data, whichever occurs last, if
3.34a manufacturer or distributor believes that good cause or other criteria agreed to in the
4.1existing dealership agreement exist for refusing to honor the succession, the manufacturer
4.2or distributor may provide written notice to the designated successor of its refusal to
4.3approve the succession.

4.4    Sec. 7. [80G.07] CANCELLATION AND ALTERATION OF DEALERSHIPS.
4.5    Subdivision 1. Termination by manufacturer or distributor. (a) No manufacturer
4.6or distributor, directly or through any officer, agent, or employee, may terminate, cancel,
4.7or fail to renew a dealership agreement without good cause.
4.8    (b) The burden of proving good cause is on the manufacturer or distributor.
4.9    (c) For purposes of this section, "good cause" means:
4.10    (1) failure by the dealer to comply substantially with essential and reasonable
4.11requirements imposed or sought to be imposed by the manufacturer or distributor,
4.12which requirements are not discriminatory as compared to requirements imposed by the
4.13manufacturer or distributor on other similarly situated dealers, either by the terms or in
4.14the manner of their enforcement;
4.15    (2) a substantial breach of the dealership agreement that the dealer has not cured
4.16within a reasonable time after notice of the breach by the manufacturer;
4.17    (3) without the consent of the outdoor sport equipment manufacturer, who shall not
4.18withhold consent unreasonably:
4.19    (i) the outdoor sport equipment dealer has transferred an interest in the outdoor
4.20sport equipment dealership;
4.21    (ii) there has been a withdrawal from the dealership of an individual proprietor,
4.22partner, major shareholder, or the manager of the dealership; or
4.23    (iii) there has been a substantial reduction in interest of a partner or major
4.24stockholder;
4.25    (4) the outdoor sport equipment dealer has filed a voluntary petition in bankruptcy or
4.26has had an involuntary petition in bankruptcy filed against it that has not been discharged
4.27within 30 days after the filing, there has been a closeout or other sale of a substantial part
4.28of the dealer's assets related to the outdoor sport equipment business, or there has been a
4.29commencement of dissolution or liquidation of the dealer;
4.30    (5) there has been a change without the prior written approval of the manufacturer,
4.31in the location of the dealer's principal place of business under the dealership agreement;
4.32    (6) the outdoor sport equipment dealer has defaulted under a chattel mortgage
4.33or other security agreement between the dealer and the outdoor sport equipment
4.34manufacturer, or there has been a revocation or discontinuance of a guarantee of the
4.35dealer's present or future obligations to the outdoor sport equipment manufacturer;
5.1    (7) the outdoor sport equipment dealer has abandoned the business;
5.2    (8) the outdoor sport equipment dealer has pleaded guilty to or has been convicted of
5.3a felony affecting the relationship between the dealer and manufacturer;
5.4    (9) the outdoor sport equipment dealer has engaged in conduct that is injurious or
5.5detrimental to the dealer's customers or to the public welfare; or
5.6    (10) the outdoor sport equipment dealer, after receiving notice from the manufacturer
5.7of its requirements for reasonable market penetration based on the manufacturer's
5.8experience in other comparable marketing areas, fails to meet the manufacturer's market
5.9penetration requirements. In setting market penetration requirements, manufacturers
5.10shall take into consideration local economic conditions, local demographics, and other
5.11unique circumstances.
5.12    Subd. 2. Termination, cancellation, or nonrenewal by dealer. A dealer may
5.13terminate, cancel, or nonrenew a dealership agreement at any time, upon 180 days' written
5.14notice to the manufacturer or distributor, unless a shorter period is agreed upon by the
5.15parties. This prohibition does not apply to a failure to renew due to the death of the dealer
5.16or the death of an individual who is at least a 50 percent owner of the dealership.
5.17    Subd. 3. Recovery of costs, disbursements, and attorney fees. If the plaintiff is
5.18the prevailing party in a civil action brought against a manufacturer or distributor for
5.19violation of this section, the plaintiff must be awarded costs and disbursements and
5.20reasonable attorney fees.

5.21    Sec. 8. [80G.08] REPURCHASE OF INVENTORY REQUIRED.
5.22    (a) If a manufacturer or distributor terminates a dealership agreement as a result of
5.23any action, except for good cause under section 80G.07, or if the dealer terminates or
5.24cancels a dealership agreement under section 80G.07, subdivision 3, the manufacturer or
5.25distributor shall repurchase the inventory as provided in this section. The dealer may keep
5.26part or all of the inventory if it desires to do so, and the manufacturer agrees in writing. If
5.27the dealer has an outstanding debt to the manufacturer or distributor, then the repurchase
5.28amount may be adjusted by the manufacturer to take into account those unpaid debts.
5.29    (b) After written notice by the dealer to the manufacturer or distributor in person
5.30or by registered or certified mail or by a commercial delivery service, return receipt
5.31requested, provided by the dealer within 210 days after notice of termination under section
5.3280G.07, subdivision 2, is received by the manufacturer or distributor, the manufacturer or
5.33distributor shall repurchase that inventory previously purchased from the manufacturer or
5.34distributor as provided in this section except as otherwise provided in paragraph (a).
6.1    (c) Upon payment within a reasonable time of the repurchase amount to the dealer,
6.2the title, if any, and the right of possession to the repurchased inventory transfers to the
6.3manufacturer or distributor.
6.4    (d) The repurchase amount for the inventory must be at least the amount the dealer
6.5paid for the inventory, and must include inventory acquired by that dealer from the
6.6manufacturer within the preceding 36 months; and all parts, including superseded parts,
6.7and outdoor support equipment accessories listed in current priced lists or catalogs in use
6.8by the manufacturer on the date of termination.
6.9(e) For purposes of this section, "inventory" includes equipment, parts, signage,
6.10diagnostic equipment, and service-related equipment such as computer hardware and
6.11current software if it was required to be purchased from the manufacturer or distributor.

6.12    Sec. 9. [80G.09] WARRANTIES.
6.13    Subdivision 1. Application. This section applies to all warranty claims submitted
6.14by a dealer to an outdoor sport equipment manufacturer in which the outdoor sport
6.15equipment dealer has complied with the policies and procedures contained in the outdoor
6.16sport equipment manufacturer's warranty.
6.17    Subd. 2. Prompt payment. Claims filed for payment under warranty agreements
6.18must be approved or disapproved within 30 days after receipt by the outdoor sport
6.19equipment manufacturer. Unless the outdoor sport equipment dealer agrees to a later date,
6.20approved claims for payment must be paid within 30 days after approval. When a claim is
6.21disapproved, the outdoor sport equipment manufacturer shall notify the dealer within ten
6.22business days of the disapproval stating the specific grounds on which the disapproval
6.23is based. Any claim not specifically disapproved within 30 days of receipt is deemed
6.24approved and must be paid within 30 days after the deemed approval.
6.25    Subd. 3. Posttermination claims. If, after termination of a dealership agreement, a
6.26dealer submits a warranty claim for warranty work performed before the effective date
6.27of the termination, the outdoor sport equipment manufacturer shall handle the claim as
6.28provided in subdivision 2.
6.29    Subd. 4. Compensation for warranty work. Warranty work performed by the
6.30dealer must be compensated in accordance with the reasonable and customary amount
6.31of time required to complete the work, expressed in hours and fractions of hours
6.32multiplied by the dealer's established customer hourly retail labor rate, which the dealer
6.33shall communicate to the outdoor sport equipment manufacturer before performing the
6.34warranty work. A manufacturer may require a dealer to have a technician participate in an
6.35annual update seminar either online or by participation at a regional seminar.
7.1    Subd. 5. Expenses. Expenses expressly excluded under the outdoor sport equipment
7.2manufacturer's warranty to the customer must not be included in claims and are not
7.3required to be paid on requests for compensation from the dealer for warranty work
7.4performed.
7.5    Subd. 6. Compensation for parts. Payment for all parts used by the dealer in
7.6performing warranty work must be paid to the dealer in the amount equal to the dealer's
7.7net price for the parts, plus a minimum of 35 percent to reimburse the dealer for reasonable
7.8costs of doing business in performing warranty service on the outdoor sport equipment
7.9manufacturer's behalf, including, but not limited to, freight and handling costs.
7.10    Subd. 7. Adjustment for errors. The outdoor sport equipment manufacturer may
7.11adjust for errors discovered during audit, and if necessary, adjust claims paid in error.
7.12    Subd. 8. Alternate terms and conditions. A dealer may choose to accept alternate
7.13reimbursement terms and conditions in lieu of the requirements of subdivisions 2 to 7,
7.14provided there is a written dealership agreement between the outdoor sport equipment
7.15manufacturer and the dealer providing for compensation to the dealer for warranty labor
7.16costs either as:
7.17    (1) a discount in the pricing of the equipment to the dealer; or
7.18    (2) a lump-sum payment to the dealer.
7.19The discount or lump sum must be no less than five percent of the suggested retail price
7.20of the equipment. If the requirements of this subdivision are met and alternate terms
7.21and conditions are in place, subdivisions 2 to 7 do not apply and the alternate terms and
7.22conditions are enforceable.
7.23    Subd. 9. Warranty work on units not sold by the dealer. Upon request of the
7.24manufacturer or distributor, the dealer shall perform warranty repair work on units that
7.25were not sold by the dealer. Compensation for that work must be on the same terms and
7.26conditions otherwise required in this section.

7.27    Sec. 10. [80G.10] STATUS OF INCONSISTENT AGREEMENTS.
7.28    A term of a dealership agreement either expressed or implied, including a choice
7.29of law provision that is inconsistent with sections 80G.01 to 80G.11 or that purports to
7.30waive an outdoor sport equipment manufacturer's or distributor's compliance with sections
7.3180G.01 to 80G.11 is void and unenforceable and does not waive any rights provided to
7.32a person by sections 80G.01 to 80G.11.

7.33    Sec. 11. [80G.11] REMEDIES.
8.1    If either party to a dealership agreement violates any provision of sections 80G.01
8.2to 80G.11, the other party may bring an action against the alleged violator in a court
8.3of competent jurisdiction for damages sustained by the allegedly wronged party as a
8.4consequence of the violation, and the allegedly wronged party may also be granted
8.5injunctive relief against any action or inaction prohibited under sections 80G.01 to 80G.11.
8.6The remedies in this section are in addition to any other remedies permitted by law.

8.7    Sec. 12. [80G.12] APPLICABILITY.
8.8    Sections 80G.01 to 80G.11 are effective August 1, 2010, and apply to all dealership
8.9agreements entered into, amended, or renewed on or after that date. Any dealership
8.10agreement in force and effect on August 1, 2010, that has a stated expiration date after
8.11that date and is not renewed or amended on or after August 1, 2010, is not subject to
8.12sections 80G.01 to 80G.11. Sections 80G.01 to 80G.11 apply as of August 1, 2010, to any
8.13dealership agreement then in effect that has no stated expiration date."