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Sales, Distribution, And Franchise Relationships (2018)

Fla. Stat. ch. 686 (2018)

Florida Statutes

CHAPTER 686

686.30 Contract agreements for repair parts for motor vehicles and trucks; termination must be done in good faith; definition of good cause; prohibited practices; failure to pay sum specified on cancellation of contract; liability.

(1) Any manufacturer of repair parts for motor vehicles or trucks who enters into a contract with a distributor of repair parts whereby the distributor agrees to maintain a stock of parts may not terminate or cancel any such contract with the distributor without good cause.

(2) For the purposes of this section:

(3) If a contract is terminated in violation of paragraph (2)(a), the manufacturer is liable for 100 percent of the net cost of parts still in the distributor’s inventory, 5 percent of the costs of loading and handling, and reasonable freight charges that have been paid by the distributor. The prevailing party in a legal action arising out of such a violation is entitled to attorney’s fees. The obligations of a manufacturer apply to any successor in interest or assignee of that manufacturer.

A successor in interest includes any purchaser of assets or stock, any surviving corporation or limited liability company resulting from a merger or liquidation, any receiver, or any trustee of the original manufacturer.

(4) A manufacturer of repair parts who enters into a contract with a distributor may not coerce or attempt to coerce a distributor into a refusal to purchase automotive repair parts or equipment from another manufacturer. A manufacturer and distributor may enter into an exclusive contract. Negotiating an exclusive contract shall not be considered coercion.

(5) This

section does not apply to any agreement or franchise agreement as defined in s. 320.60.

History. — ss. 1, 2, ch. 98-86.

686.40 Agricultural Equipment Manufacturers and Dealers Act.

History. — s. 1, ch. 84-217; s. 1, ch. 2004-257.

686.401 Legislative finding and intent; construction of ss. 686.40-686.418.

(1) The Legislature finds and declares that the distribution and sale of equipment primarily designed for or used in agriculture in this state vitally affects the general economy of the state, the public interest, and the public welfare and that, in the exercise of its police power, it is necessary to regulate the conduct of manufacturers, distributors, and dealers of such equipment, and their representatives, doing business in this state in order to prevent fraud, unfair business practices, unfair methods of competition, impositions, and other abuses upon its citizens.

(2) In order to promote the intention and policies announced in this section, the provisions of ss. 686.40-686.418 shall be liberally construed.

History. — s. 2, ch. 84-217; s. 2, ch. 2004-257.

686.402

Definitions of terms used in ss. 686.40-686.418.

(1) “Dealer” means a person who sells, solicits, or advertises the sale of new and used equipment to the consuming public, but does not include:

(2) “Dealership” means the business of selling or attempting to effect the sale by a dealer of new equipment or the right conferred by written or oral agreement with the manufacturer, distributor, or wholesaler, for a definite or indefinite period of time, to sell or attempt to effect the sale of new equipment.

(3) “Distributor” or “wholesaler” means any person, firm, association, corporation, or company that sells or distributes new equipment to dealers and that maintains distributor representatives within this state.

(4) “Distributor branch” means a branch office maintained by a distributor or wholesaler which sells or distributes new equipment to dealers.

(5) “Distributor representative” means a representative employed by a distributor, distributor branch, or wholesaler.

(6) “Equipment” means those tractors or farm implements which are primarily designed for or used in agriculture. Equipment designed for or used in off-road construction, mining, utility, and industrial purposes is not included in this definition.

(7) “Factory branch” means a branch office maintained by a manufacturer which manufactures and assembles equipment for sale to distributors or dealers or which is maintained for directing and supervising the representatives of the manufacturer.

(8) “Factory representative” means a representative employed by a manufacturer or factory branch for the purpose of making or promoting the sale of equipment or for supervising, servicing, introducing, or contracting with dealers or prospective dealers.

(9) “Franchise” means a contract or agreement, either expressed or implied, whether oral or written, for a definite or indefinite period of time in which a manufacturer, distributor, or wholesaler grants to a dealer permission to use a trade name, service mark, trademark, or related characteristic and in which there is a common interest or community of interest in the marketing of equipment or services related thereto at wholesale or retail, whether by leasing, sale, or otherwise.

(10) “Franchisee” means a dealer to whom a franchise is offered or granted.

(11) “Franchisor” means a manufacturer, distributor, or wholesaler who grants a franchise to a dealer.

(12) “Fraud” means and includes actual fraud or constructive fraud as normally defined, in addition to the following:

(13) “Manufacturer” means any person engaged in the business of manufacturing or assembling new and unused equipment.

(14) “New equipment” means equipment which has not been previously sold to and put into regular use or service by any person, except a distributor, wholesaler, or dealer for resale.

(15) “Person” means a natural person, corporation, association, partnership, trust, or other business entity and, in the case of a business entity, includes any other entity in which the business entity has a majority interest or which it effectively controls, as well as the individual officers, directors, and other persons in active control of the activities of each such entity.

(16) “Relevant market area” means the geographic area for which a dealer is assigned responsibility for selling or soliciting or advertising the sale of equipment under the terms of a franchise.

(17) “Sale” means and includes the issuance, transfer, agreement for transfer, exchange, pledge, hypothecation, or mortgage in any manner or form, whether by transfer in trust or otherwise, of any equipment or interest therein, or of any franchise related thereto, for a consideration and any option, subscription or other contract, or solicitation, looking to a sale, or offer or attempt to sell in any form, whether in oral or written form for a consideration.

(18) “Termination” means the termination, cancellation, nonrenewal, or noncontinuation of a contract or agreement.

(19) “Tractor” means a vehicle that is operated principally upon a farm, grove, or orchard in connection with agriculture.

History. — s. 3, ch. 84-217; s. 735, ch. 97-102; s. 3, ch. 2004-257.

686.403 Application of ss. 686.40-686.418.

(1) Any person who engages directly or indirectly in purposeful agreements or contracts within this state in connection with the sale or advertising for sale of new equipment and parts is subject to ss. 686.40-686.418 and to the jurisdiction of the courts of this state for violations of such sections in accordance with the provisions of the laws of this state.

(2) Sections 686.40-686.418 apply to all written or oral agreements between a manufacturer, distributor, or wholesaler with a dealer, including, but not limited to, the franchise offering; the franchise agreement; sales of goods, services, and advertising; leases or mortgages of real or personal property; promises to pay; security interests; pledges; insurance contracts; advertising contracts; construction or installation contracts; servicing contracts; and all other such agreements in which the manufacturer, distributor, or wholesaler has any direct or indirect interest.

(3) Sections 686.40-686.418 apply to all contracts entered into, renewed, or amended after July 1, 2004.

History. — ss. 4, 9, 17, ch. 84-217; s. 4, ch. 2004-257.

686.405 Warranty agreements; claims; compensation of dealers.

(1) Every manufacturer, distributor, wholesaler, factory branch or division, distributor branch or division, or wholesale branch or division shall provide a fair and reasonable warranty agreement on any new equipment which it sells and shall fairly compensate each of its dealers for labor and parts used in fulfilling such warranty agreements.

(2)(

a) Each claim for payment under such warranty agreements made by a dealer for such labor and parts shall be paid within 30 days following its approval. Each such claim shall be either approved or disapproved within 30 days after its receipt. When any such claim is disapproved, the dealer who submitted it shall be notified in writing of such disapproval within such period, and such notice shall state the specific grounds upon which the disapproval is based.

(3)(

a) The minimum lawful basis for compensating a dealer for warranty work, as provided for in this section, shall be calculated for labor in accordance with the reasonable and customary amount of time required to complete such work, expressed in hours and fractions of hours multiplied by the dealer’s established hourly retail labor rate. Prior to filing a claim for reimbursement for warranty work, the dealer must notify the applicable manufacturer, distributor, or wholesaler of his or her hourly retail labor rate.

(4) It shall be unlawful to deny, delay payment for, or restrict a claim by a dealer for warranty service or parts, incentives, hold-backs, or other amounts owed to a dealer unless the denial, delay, or restriction is the direct result of a material defect in the claim that affects its validity.

(5) A manufacturer, distributor, or wholesaler may audit warranty claims submitted by its dealers only for a period of up to 1 year following payment of such claims and may charge back to its dealers only those amounts based upon paid claims shown by the audit to be invalid. However, this limitation shall not apply in any case of fraudulent claims.

(6) Any audit of a dealer by or on behalf of a manufacturer, distributor, or wholesaler for sales incentives, service incentives, rebates, or other forms of incentive compensation shall be completed not later than 12 months after the date of termination of such incentive compensation program. However, this limitation shall not apply in any case of fraudulent claims.

History. — s. 8, ch. 84-217; s. 736, ch. 97-102; s. 5, ch. 2004-257.

686.406 Parts; availability; return.

(1) Every manufacturer shall specify, and every dealer shall provide and fulfill, reasonable predelivery and preparation obligations for its equipment prior to delivery of the equipment to retail purchasers.

(2) Every manufacturer shall provide for the availability of repair parts throughout the reasonable useful life of any equipment sold.

(3) Every manufacturer or distributor shall provide to each of its dealers, annually, an opportunity to return a portion of its surplus parts inventories for credit. The surplus procedure shall be administered as follows:

History. — s. 7, ch. 84-217; s. 737, ch. 97-102; s. 6, ch. 2004-257.

686.407 Repurchase of inventory upon termination of franchise agreement; establishment or relocation of dealership; sale or lease of new equipment.

(1) Whenever any dealer enters into a franchise agreement with a manufacturer, distributor, or wholesaler in which agreement the dealer agrees to maintain an inventory of equipment or repair parts and the franchise is subsequently terminated, the manufacturer, distributor, or wholesaler shall repurchase the inventory as provided in this section. However, the dealer may keep the inventory if he or she desires. If the dealer has any outstanding debts to the manufacturer, distributor, or wholesaler, then the repurchase amount may be credited to the dealer’s account.

(2) If the dealer decides not to keep the inventory, the manufacturer, distributor, or wholesaler shall repurchase that inventory previously purchased from such manufacturer, distributor, or wholesaler and held by the dealer on the date of termination of the contract. The manufacturer, distributor, or wholesaler shall pay:

(3) Upon payment within a reasonable time of the repurchase amount to the dealer, the title and right of possession to the repurchased inventory shall transfer or be transferred to the manufacturer, distributor, or wholesaler, as the case may be.

(4) The provisions of this

section do not require the repurchase from a dealer of:

(5) If any manufacturer, distributor, or wholesaler fails or refuses to repurchase any inventory covered under the provisions of this

section within 60 days after termination of a dealer’s contract, he or she is civilly liable for 100 percent of the current wholesale price of the inventory plus any freight charges paid by the dealer, such dealer’s reasonable attorney’s fees, court costs, and interest on the current wholesale price computed at the legal interest rate provided in s. 687.01 from the 61st day after termination.

(6) A manufacturer, distributor, or wholesaler that intends to establish a new dealership or to relocate a current dealership for a particular product line or make of equipment within the relevant market area of an existing dealership of the same product line or make of equipment shall give written notice of such intent by certified mail or overnight delivery, return receipt requested, to such existing dealership. The notice shall be delivered at least 180 days prior to establishment of a new dealership or relocation of a current dealership. The notice shall include:

(7) A manufacturer, distributor, or wholesaler may lease new equipment for use within the state. If the manufacturer, distributor, or wholesaler makes a direct sale or lease of equipment, he or she shall pay to the dealer located within the relevant market area a commission of not less than 7 percent of the sale or lease price of the equipment. This payment shall cover any compensation to the dealer for the cost of customary preparation and delivery as well as any commission on the sale or lease. This compensation must be paid or credited in the same manner as provided in this section.

The manufacturer, distributor, or wholesaler, if practicable, shall utilize the dealer in the relevant market area for preparation and delivery. For purposes of this subsection, equipment is considered to be used primarily within a dealer’s relevant market area if the new equipment is located or housed at a user’s facility located within the relevant market area. This subsection shall not be applicable to any liquidation or sale of equipment which has been ordered by any court.

History. — s. 14, ch. 84-217; s. 42, ch. 85-62; s. 738, ch. 97-102; s. 7, ch. 2004-257.

686.408 Repurchase of inventory upon death or incapacity of dealer.

(1) In the event of the death or incapacity of a dealer or the majority stockholder of a corporation operating as a dealer, the manufacturer, distributor, or wholesaler shall, at the option of the heirs at law, if the dealer died intestate, or the devisees or transferees under the terms of the deceased dealer’s last will and testament, if the dealer died testate, repurchase the inventory from such heirs or devisees as if the manufacturer, distributor, or wholesaler had terminated the contract; and the inventory repurchase provisions of s. 686.407 are made expressly applicable to the repurchase under this section.

The heirs or devisees shall have 1 year from the date of the death of the dealer or majority stockholder to exercise their option under this section. However, nothing in this

section requires the repurchase of inventory if the heirs or devisees and the manufacturer, distributor, or wholesaler enter into a new franchise agreement to operate the retail dealership.

(2) This

section is subject to that portion of the manufacturer’s, distributor’s, or wholesaler’s contract or agreement with the dealer pertaining to death of the dealer or succession to the extent such contract or agreement is not inconsistent with this section.

History. — s. 15, ch. 84-217.

686.409 Compensation for inventory upon refusal to renew, termination of, or restriction on transfer of a franchise.

History. — s. 10, ch. 84-217; s. 739, ch. 97-102; s. 8, ch. 2004-257.

686.41 Indemnification of dealer with respect to legal actions.

History. — s. 16, ch. 84-217; s. 60, ch. 87-226; s. 740, ch. 97-102.

686.413 Unlawful acts and practices.

(1) It is deemed a violation of this

section for any manufacturer, factory branch, factory representative, distributor, distributor branch, distributor representative, wholesaler, or dealer to engage in any action which is arbitrary, capricious, in bad faith, or unconscionable and which causes damage in terms of law or equity to any of the parties or to the public.

(2) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof, to coerce, compel, or attempt to coerce or compel any dealer:

(3) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof:

(4) It is deemed a violation of this

section for a dealer:

History. — ss. 5, 6, ch. 84-217; s. 741, ch. 97-102; s. 9, ch. 2004-257.

686.415 Unenforceable contract or franchise agreement.

History. — s. 13, ch. 84-217.

686.417 Remedies.

(1) In addition to temporary, preliminary, or final injunctive relief as provided in s. 686.413(3)(c)1., any person who is aggrieved or injured in his or her business or property by reason of anything forbidden in ss. 686.40-686.418 may bring an action therefor in the appropriate circuit court of this state and shall recover the actual damages sustained and the costs of such action, including a reasonable attorney’s fee.

(2) Without regard and in addition to any other remedy or relief to which a person is entitled, anyone aggrieved by a violation of ss. 686.40-686.418 may bring an action to obtain a declaratory judgment that

an act, action, or practice violates such sections and to enjoin a manufacturer, distributor, wholesaler, or dealer who has violated, is violating, or is otherwise likely to violate such sections.

(3) When such action is one of common or general interest to many persons or when the parties are numerous and it is impracticable to bring them all before the court, one or more may bring a class action for the benefit of the whole, including an action for injunctive relief.

(4) In an action for money damages, if a judge or jury finds that the defendant acted maliciously, the judge or jury may award punitive damages as permitted by state law.

(5) The Department of Legal Affairs or the state attorney, if a violation of ss. 686.40-686.418 occurs in his or her judicial circuit, may bring an action for injunctive or other appropriate civil relief for any violation of ss. 686.40-686.418.

(6) The remedies provided in this

section are in addition to any other remedies provided by law or in equity.

History. — s. 11, ch. 84-217; s. 742, ch. 97-102.

686.418 Effect of act on other remedies.

History. — s. 12, ch. 84-217; s. 10, ch. 2004-257.

686.501

Definitions; ss. 686.501-686.506.

(1) “Art” means a painting, sculpture, drawing, work of graphic art, pottery, weaving, batik, macrame, quilt, print, photograph, or craft work executed in materials including, but not limited to, clay, textile, paper, fiber, wood, tile, metal, plastic, or glass. The term shall also include a rare map which is offered as a limited edition or a map 80 years old or older; or a rare document or rare print which includes, but is not limited to, a print, engraving, etching, woodcut, lithograph, or serigraph which is offered as a limited edition, or one 80 years old or older.

(2) “Artist” means the creator of a work of art or, if she or he is deceased, the artist’s heirs or personal representative.

(3) “Art dealer” means a person engaged in the business of selling works of art, a person who is a consignee of a work of art, or a person who, by occupation, holds herself or himself out as having knowledge or skill peculiar to works of art or rare documents or prints, or to whom such knowledge or skill may be attributed by her or his employment of an agent or broker or other intermediary who, by occupation, holds herself or himself out as having such knowledge or skill.

The term “art dealer” includes an auctioneer who sells works of art, rare maps, rare documents, or rare prints at public auction as well as the auctioneer’s consignor or principal. The term “art dealer” does not include a cooperative which is totally owned by artist members.

(4) “Creditor” means a “creditor” as defined in s. 671.201.

(5) “Person” means an individual, partnership, corporation, or association.

(6) “Author” or “authorship” refers to the creator or creation of a work of art or to the period, culture, source, or origin with which the creation of the work is identified in the description of the work.

(7) “Counterfeit” means a work of art made or altered with intent to deceive in such a manner that it appears to have an authorship which it does not in fact possess. The term “counterfeit” includes any work of art made, altered, or copied in such a manner that it appears to have an authorship which it does not in fact possess, even though the work may not have been made with intent to deceive.

(8) “Written instrument” means a written or printed agreement, bill of sale, or any other written or printed note or memorandum of the sale or exchange of a work of art by an art dealer, and includes a written or printed catalog or other prospectus of a forthcoming sale as well as any written or printed corrections or amendments thereof.

(9) “Consignor” means an artist or any person, partnership, firm, association, or corporation which delivers a work of art to an art dealer for the purpose of sale, or exhibition and sale, to the public on a commission, fee, or other basis of compensation.

(10) “Consignee” means an art dealer who receives and accepts a work of art from a consignor for the purpose of sale, or exhibition and sale, to the public on a commission, fee, or other basis of compensation.

History. — s. 1, ch. 86-118; s. 19, ch. 91-110; s. 743, ch. 97-102.

686.502 Consignment relationship; notice; proceeds of sales held in trust; contract requirements.

(1) Whenever a consignor delivers, or causes to be delivered, a work of art to a consignee for the purpose of sale, or exhibition and sale, to the public on a commission, fee, or other basis of compensation, the delivery to and acceptance thereof by the art dealer is deemed to be “on consignment”; and, with respect to the work of art, such consignee shall thereafter be deemed to be the agent of such consignor.

(2) Whenever a consignor delivers or causes to be delivered a work of art to a consignee, such consignor shall give notice to the public by affixing to such work of art a sign or tag which states that such work of art is being sold subject to a contract of consignment, or such consignee shall post a clear and conspicuous sign in the consignee’s place of business giving notice that some works of art are being sold subject to a contract of consignment.

(3) The proceeds of sale of a work of art shall be held in trust by the consignee for the benefit of the consignor. Such proceeds shall be applied first in payment of any amount due to the consignor.

(4) Any provision of a contract or agreement whereby the consignor waives any of the provisions of this

section is void.

History. — s. 2, ch. 86-118.

686.503 Contract provisions.

(1) The proceeds of the sale of the work of art shall be delivered to the consignor at a

schedule agreed upon by the consignor and consignee.

(2) The consignee shall be responsible for the stated value of the work of art in the event of the loss of or damage to such work of art while it is in the possession of such consignee.

(3) The work of art shall only be sold by the consignee for an amount at least equal to the amount agreed upon by the consignor in writing.

(4) The work of art may be used or displayed by the consignee or others only with the prior written consent of the consignor and only if the artist is acknowledged in such use or display.

(5) A work of art delivered to an art dealer by an artist for the purpose of exhibition or sale and the artist’s share of the proceeds of the sale of the work by the dealer, whether to the dealer on his or her own account or to a third person, shall create a priority in favor of the artist over the claims, liens, or security interests of the creditors of the art dealer, notwithstanding any provisions of the Uniform Commercial Code.

History. — s. 3, ch. 86-118; s. 744, ch. 97-102.

686.504 Warranties by art dealers; written statement; terminology.

(1) When an art dealer, in selling or changing a work of art, furnishes to a buyer of such work who is not an art dealer a written instrument which, in describing the work, identifies it with any authorship, the description shall be presumed to be part of the basis of the transaction and shall create an express warranty of the authenticity of the authorship as of the date of the sale or exchange.

The warranty shall not be negated or limited because the art dealer in the written instrument did not use formal words such as “warrant” or “guarantee,” because the art dealer did not have a specific intention or authorization to make the warranty, or because any statement relevant to authorship is, reports to be, or is capable of being, merely the art dealer’s opinion.

(2) In construing the degree of authenticity of authorship warranted, due regard shall be given to the terminology used in describing the authorship and the meaning accorded to such terminology by the customs and usage of the trade at the time and in the locality where the sale or exchange took place. A written instrument delivered pursuant to a sale which took place in this state which, in describing the work, states, for example:

History. — s. 4, ch. 86-118; s. 745, ch. 97-102.

686.505 Construction of language.

(1) The language tending to negate or limit the warranty is not conspicuous, written, and contained in a provision separate and apart from any language relevant to the creation of the warranty, in words which would clearly and specifically apprise the buyer that the seller assumes no risk, liability, or responsibility for the authenticity of the authorship of a work of art. Words of general disclaimer like “all warranties, express or implied, are excluded” are not sufficient to negate or limit express warranty of authenticity of the authorship of a work of art created under s. 686.504 or otherwise.

(2) The work of art is proved to be a counterfeit, and this was not clearly indicated in the description of the work.

(3) The work of art is unqualifiedly stated to be the work of a named author or authorship, or date or period or limited edition, and it is proved that, as of the date of sale or exchange, the statement was false, mistaken, or erroneous.

History. — s. 5, ch. 86-118.

686.506 Rights and liabilities, additional; merchant’s liability.

(1) The rights and liabilities created by ss. 686.501-686.506 shall be construed to be in addition to and not in substitution, exclusion, or displacement of other rights and liabilities provided by law, including the law of principal and agent except where the construction would, as a matter of law, be unreasonable.

(2) An art dealer who, as buyer, is excluded from obtaining the benefits of an express warranty under ss. 686.501-686.506 shall not be deprived of the benefits of any other provisions of law.

(3) An art dealer whose warranty of authenticity of authorship was made in good faith shall not be liable for damages beyond the return of the purchase price which he or she received, together with any attorney’s fees and costs incurred by reason of the art dealer’s refusal to comply with ss. 686.501-686.506.

(4) Any person who violates ss. 686.501-686.506 is guilty of a misdemeanor of the second degree, punishable as provided in s. 775.082 or s. 775.083.

(5) Nothing in ss. 686.501-686.506 shall apply to any work of art, when offered for sale or sold at wholesale or retail, framed or unframed, at a price of $100 or less.

(6) Nothing in ss. 686.501-686.506 shall apply to works of art sold by artists who produce the same directly to a consumer, without the intervention of a wholesale or retail art dealer.

History. — s. 6, ch. 86-118; s. 166, ch. 91-224; s. 746, ch. 97-102.

686.60

Short title.

History. — s. 1, ch. 97-275.

686.601 Legislative finding and intent; construction.

(1) The Legislature finds and declares that the distribution and sale of outdoor power equipment in this state vitally affects the general economy of the state, the public interest, the public safety, the ecology of this state, and the public welfare and that, in the exercise of its police power, it is necessary to regulate the conduct of outdoor power equipment manufacturers, distributors, wholesalers, and dealers and their representatives doing business in this state in order to prevent fraud, unfair business practices, unfair methods of competition, impositions, and other abuses upon its citizens.

(2) In order to promote the intention and policies announced in this section, the provisions of ss. 686.601-686.614 shall be liberally construed.

History. — s. 1, ch. 97-275.

686.602

Definitions of terms used in ss. 686.601-686.614.

(1) “Dealer” or “servicing dealer” means a person who sells, solicits, or advertises the sale of new or used outdoor power equipment to the consuming public and services such equipment or a private business which has contracted with the manufacturer or distributor to sell such equipment at retail and services such equipment and which is required to undergo training in the sale and servicing of such equipment, but does not include:

(2) “Dealer agreement” means a contract or agreement, express or implied, oral or written, for a definite or indefinite period of time, in which a manufacturer, distributor, or wholesaler grants to a dealer permission to use a trade name, service mark, trademark, or a related characteristic and in which there is a common interest or community of interest in the marketing of outdoor power equipment or services related thereto at wholesale or retail, whether leasing, sale, or otherwise.

(3) “Distributor” or “wholesaler” means any person, firm, association, corporation, or company that sells or distributes new outdoor power equipment to dealers and that maintains distributor representatives within this state.

(4) “Distributor branch” means a branch office maintained by a distributor or wholesaler which sells or distributes new outdoor power equipment to dealers.

(5) “Distributor representative” means a representative employed by a distributor, distributor branch, or wholesaler.

(6) “Factory branch” means a branch office maintained by a manufacturer which manufactures and assembles outdoor power equipment for sale to distributors of outdoor power equipment or to dealers or which is maintained for directing and supervising the representatives of the manufacturer.

(7) “Factory representative” means a representative employed by a manufacturer or factory branch for the purpose of making or promoting the sale of outdoor power equipment or for supervising, servicing, introducing, or contracting with dealers or prospective dealers.

(8) “Fraud” means and includes actual fraud or constructive fraud as normally defined, in addition to the following:

(9) “Manufacturer” means any person engaged in the business of manufacturing or assembling new and unused outdoor power equipment.

(10) “New outdoor power equipment” means outdoor power equipment which has not been previously sold to and put into regular use or service by any person, except to a distributor, wholesaler, or dealer for resale.

(11) “Outdoor power equipment” means two-cycle and four-cycle gas, diesel, and electric engines and any other type of equipment used to maintain commercial, public, and residential lawns and gardens or used in landscape, turf, golf course, green nursery, or forestry or tree maintenance.

(12) “Person” means a natural person, corporation, association, partnership, trust, or other business entity and, in the case of a business entity, includes any other entity in which the business entity has a majority interest or which it effectively controls, as well as the individual officers, directors, and other persons in active control of the activities of each such entity.

(13) “Sale” means and includes the issuance, transfer, agreement for transfer, exchange, pledge, hypothecation, or mortgage in any manner or form, whether by transfer in trust or otherwise, of any outdoor power equipment or interest therein, or of any dealer agreement related thereto, for a consideration and any option, subscription or other contract, or solicitation, looking to a sale, or offer or attempt to sell in any form, whether in oral or written form for a consideration.

History. — s. 1, ch. 97-275; s. 49, ch. 99-7.

686.603 Application.

(1) Any person who engages directly or indirectly in purposeful agreements or contracts within this state in connection with the sale or advertising for sale of new outdoor power equipment and parts is subject to ss. 686.601-686.614 and to the jurisdiction of the courts of this state for violations of such sections in accordance with the provisions of the laws of this state.

(2) Sections 686.601-686.614 apply to all written or oral agreements between a manufacturer, distributor, or wholesaler with a dealer, including, but not limited to, the dealer agreement; sales of goods, services, and advertising; leases or mortgages of real or personal property; promises to pay; security interests; pledges; insurance contracts; advertising contracts; construction or installation contracts; servicing contracts; and all other such agreements in which the manufacturer, distributor, or wholesaler has any direct or indirect interest.

(3) Sections 686.601-686.614 apply to all continuing contracts now in effect which have no expiration date and to all other contracts entered into or renewed after October 1, 1997.

History. — s. 1, ch. 97-275.

686.604 Warranty agreements; claims; compensation of dealers.

(1) Every manufacturer, distributor, wholesaler, factory branch or division, distributor branch or division, or wholesale branch or division shall provide a fair and reasonable warranty agreement on any new outdoor power equipment which it sells and shall fairly compensate each of its dealers for labor and parts used in fulfilling such warranty agreements.

(2)(

a) Each claim for payment under such warranty agreements made by a dealer for such labor and parts shall be paid within 30 days following its approval. Each such claim shall be either approved or disapproved within 30 days after its receipt. When any such claim is disapproved, the dealer who submitted it shall be notified in writing of such disapproval within such period, and such notice shall state the specific grounds upon which the disapproval is based.

(3)(

a) The minimum lawful basis for compensating a dealer for warranty work, as provided for in this section, shall be calculated for labor in accordance with the reasonable and customary amount of time required to complete such work, expressed in hours and fractions of hours multiplied by the dealer’s established hourly retail labor rate. Prior to filing a claim for reimbursement for warranty work, the dealer must notify the applicable manufacturer, distributor, or wholesaler of her or his hourly retail labor rate.

History. — s. 1, ch. 97-275; s. 50, ch. 99-7.

686.605 Parts; availability; return.

(1) Every manufacturer, distributor, and wholesaler shall specify, and every dealer shall provide and fulfill, reasonable predelivery and preparation obligations for its outdoor power equipment prior to delivery of the outdoor power equipment to retail purchasers.

(2) Every manufacturer, distributor, and wholesaler shall provide for the availability of repair parts throughout the reasonable useful life of any outdoor power equipment sold.

(3) Every manufacturer, distributor, and wholesaler shall provide to their dealers, annually, an opportunity to return a portion of their surplus parts inventories for credit. The surplus procedure shall be administered as follows:

History. — s. 1, ch. 97-275; s. 51, ch. 99-7.

686.606 Repurchase of inventory upon termination of dealer agreement.

(1) Whenever any dealer enters into a dealer agreement with a manufacturer, distributor, or wholesaler in which agreement the dealer agrees to maintain an inventory of outdoor power equipment or repair parts and the agreement is subsequently voluntarily or involuntarily terminated, the manufacturer, distributor, or wholesaler shall repurchase the inventory as provided in this section. However, the dealer may keep the inventory if he or she desires. If the dealer has any outstanding debts to the manufacturer, distributor, or wholesaler, then the repurchase amount may be credited to the dealer’s account.

(2) If the dealer decides not to keep the inventory, the manufacturer, distributor, or wholesaler shall repurchase that inventory previously purchased from him or her and held by the dealer on the date of termination of the contract. The manufacturer, distributor, or wholesaler shall pay:

(3) Upon payment within a reasonable time of the repurchase amount to the dealer, the title and right of possession to the repurchased inventory shall transfer or be transferred to the manufacturer, distributor, or wholesaler, as the case may be.

(4) The provisions of this

section do not require the repurchase from a dealer of:

(5) If any manufacturer, distributor, or wholesaler fails or refuses to repurchase any inventory covered under the provisions of this

section within 60 days after termination of a dealer’s contract, he or she is civilly liable for 100 percent of the current wholesale price of the inventory plus any freight charges paid by the dealer, the dealer’s reasonable attorney’s fees, court costs, and interest on the current wholesale price computed at the legal interest rate provided in s. 687.01 from the 61st day after termination.

History. — s. 1, ch. 97-275; s. 52, ch. 99-7.

686.607 Repurchase of inventory upon death or incapacity of dealer.

(1) In the event of the death or incapacity of a dealer or the majority stockholder of a corporation operating as a dealer, the manufacturer, distributor, or wholesaler shall, at the option of the heirs at law, if the dealer died intestate, or the devisees or transferees under the terms of the deceased dealer’s last will and testament, if the dealer died testate, repurchase the inventory from such heirs or devisees as if the manufacturer, distributor, or wholesaler had terminated the contract; and the inventory repurchase provisions of s. 686.606 are made expressly applicable to the repurchase under this section.

The heirs or devisees shall have 1 year from the date of the death of the dealer or majority stockholder to exercise their option under this section. However, nothing in this

section requires the repurchase of inventory if the heirs or devisees and the manufacturer, distributor, or wholesaler enter into a new agreement to operate the retail dealership.

(2) This

section is subject to that portion of the manufacturer’s, distributor’s, or wholesaler’s contract or agreement with the dealer pertaining to death of the dealer or succession to the extent such contract or agreement is not inconsistent with this section.

History. — s. 1, ch. 97-275.

686.608 Compensation for inventory upon refusal to renew, termination of, or restriction on transfer of a dealer agreement.

History. — s. 1, ch. 97-275.

686.609 Indemnification of dealer with respect to legal actions.

History. — s. 1, ch. 97-275.

686.611 Unlawful acts and practices.

(1) It is deemed a violation of this

section for any manufacturer, factory branch, factory representative, distributor, distributor branch, distributor representative, wholesaler, or dealer to engage in any action which is arbitrary, capricious, in bad faith, or unconscionable and which causes damage in terms of law or equity to any of the parties or to the public.

(2) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof, to coerce, compel, or attempt to coerce or compel any dealer:

(3) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof:

(4) It is deemed a violation of this

section for a dealer:

History. — s. 1, ch. 97-275; s. 53, ch. 99-7.

686.612 Unenforceable contract or agreement.

History. — s. 1, ch. 97-275.

686.613 Remedies.

(1) In addition to temporary, preliminary, or final injunctive relief as provided in s. 686.611(3)(c)1., any person who is aggrieved or injured in his or her business or property by reason of anything forbidden in ss. 686.601-686.614 may bring an action therefor in the appropriate circuit court of this state and shall recover the actual damages sustained and the costs of such action, including a reasonable attorney’s fee.

(2) Without regard and in addition to any other remedy or relief to which a person is entitled, anyone aggrieved by a violation of ss. 686.601-686.614 may bring an action to obtain a declaratory judgment that

an act, action, or practice violates such sections and to enjoin a manufacturer, distributor, wholesaler, or dealer who has violated, is violating, or is otherwise likely to violate such sections.

(3) When such action is one of common or general interest to many persons or when the parties are numerous and it is impracticable to bring them all before the court, one or more may bring a class action for the benefit of the whole, including an action for injunctive relief.

(4) In an action for money damages, if a judge or jury finds that the defendant acted maliciously, the judge or jury may award punitive damages as permitted by state law.

(5) The Department of Legal Affairs or the state attorney, if a violation of ss. 686.601-686.614 occurs in his or her judicial circuit, may bring an action for injunctive or other appropriate civil relief for any violation of ss. 686.601-686.614.

(6) The remedies provided in this

section are in addition to any other remedies provided by law or in equity.

History. — s. 1, ch. 97-275; s. 54, ch. 99-7.

686.614 Effect of act on other remedies.

History. — s. 1, ch. 97-275.

686.701 Reimbursement of federal excise taxes on motor fuel.

(1)(

a) If a fuel supply contract requires one party to reimburse another party for the federal excise tax imposed by 26 U.S.C. s. 4081, whether as a separate item or as part of the contract price, the reimbursing party, at its option and notwithstanding contrary terms of the contract, shall not be required to make the reimbursement more than 1 business day before the day on which the reimbursed party must remit the taxes to the Internal Revenue Service.

(2)(

a) Written notice of the reimbursing party’s intent to exercise the option provided in subsection (1) shall be given to the reimbursed party.

(3)(

a) If a reimbursing party exercises the option provided in subsection (1), the reimbursed party may demand security for the payment of the taxes in proportion to the amount the taxes represent compared to the security demanded on the contract as a whole.

(4)(

a) This

section applies to all wholesale transactions with terminal suppliers that are:

History. — s. 1, ch. 2009-163.

Document details

CollectionFlorida Statutes
CitationFla. Stat. ch. 686 (2018)
Typestatute
Languageen
Formathtml
SourceFL_STATUTES
Identifierce837733046255700084110476694cd50254137a

Source file is stored in the law ingest library (html).

Sales, Distribution, And Franchise Relationships (2018)

Fla. Stat. ch. 686 (2018)

Florida Statutes

Sales, Distribution, And Franchise Relationships (2018)

Fla. Stat. ch. 686 (2018)

Florida Statutes

CHAPTER 686

686.30 Contract agreements for repair parts for motor vehicles and trucks; termination must be done in good faith; definition of good cause; prohibited practices; failure to pay sum specified on cancellation of contract; liability.

(1) Any manufacturer of repair parts for motor vehicles or trucks who enters into a contract with a distributor of repair parts whereby the distributor agrees to maintain a stock of parts may not terminate or cancel any such contract with the distributor without good cause.

(2) For the purposes of this section:

(3) If a contract is terminated in violation of paragraph (2)(a), the manufacturer is liable for 100 percent of the net cost of parts still in the distributor’s inventory, 5 percent of the costs of loading and handling, and reasonable freight charges that have been paid by the distributor. The prevailing party in a legal action arising out of such a violation is entitled to attorney’s fees. The obligations of a manufacturer apply to any successor in interest or assignee of that manufacturer.

A successor in interest includes any purchaser of assets or stock, any surviving corporation or limited liability company resulting from a merger or liquidation, any receiver, or any trustee of the original manufacturer.

(4) A manufacturer of repair parts who enters into a contract with a distributor may not coerce or attempt to coerce a distributor into a refusal to purchase automotive repair parts or equipment from another manufacturer. A manufacturer and distributor may enter into an exclusive contract. Negotiating an exclusive contract shall not be considered coercion.

(5) This

section does not apply to any agreement or franchise agreement as defined in s. 320.60.

History. — ss. 1, 2, ch. 98-86.

686.40 Agricultural Equipment Manufacturers and Dealers Act.

History. — s. 1, ch. 84-217; s. 1, ch. 2004-257.

686.401 Legislative finding and intent; construction of ss. 686.40-686.418.

(1) The Legislature finds and declares that the distribution and sale of equipment primarily designed for or used in agriculture in this state vitally affects the general economy of the state, the public interest, and the public welfare and that, in the exercise of its police power, it is necessary to regulate the conduct of manufacturers, distributors, and dealers of such equipment, and their representatives, doing business in this state in order to prevent fraud, unfair business practices, unfair methods of competition, impositions, and other abuses upon its citizens.

(2) In order to promote the intention and policies announced in this section, the provisions of ss. 686.40-686.418 shall be liberally construed.

History. — s. 2, ch. 84-217; s. 2, ch. 2004-257.

686.402

Definitions of terms used in ss. 686.40-686.418.

(1) “Dealer” means a person who sells, solicits, or advertises the sale of new and used equipment to the consuming public, but does not include:

(2) “Dealership” means the business of selling or attempting to effect the sale by a dealer of new equipment or the right conferred by written or oral agreement with the manufacturer, distributor, or wholesaler, for a definite or indefinite period of time, to sell or attempt to effect the sale of new equipment.

(3) “Distributor” or “wholesaler” means any person, firm, association, corporation, or company that sells or distributes new equipment to dealers and that maintains distributor representatives within this state.

(4) “Distributor branch” means a branch office maintained by a distributor or wholesaler which sells or distributes new equipment to dealers.

(5) “Distributor representative” means a representative employed by a distributor, distributor branch, or wholesaler.

(6) “Equipment” means those tractors or farm implements which are primarily designed for or used in agriculture. Equipment designed for or used in off-road construction, mining, utility, and industrial purposes is not included in this definition.

(7) “Factory branch” means a branch office maintained by a manufacturer which manufactures and assembles equipment for sale to distributors or dealers or which is maintained for directing and supervising the representatives of the manufacturer.

(8) “Factory representative” means a representative employed by a manufacturer or factory branch for the purpose of making or promoting the sale of equipment or for supervising, servicing, introducing, or contracting with dealers or prospective dealers.

(9) “Franchise” means a contract or agreement, either expressed or implied, whether oral or written, for a definite or indefinite period of time in which a manufacturer, distributor, or wholesaler grants to a dealer permission to use a trade name, service mark, trademark, or related characteristic and in which there is a common interest or community of interest in the marketing of equipment or services related thereto at wholesale or retail, whether by leasing, sale, or otherwise.

(10) “Franchisee” means a dealer to whom a franchise is offered or granted.

(11) “Franchisor” means a manufacturer, distributor, or wholesaler who grants a franchise to a dealer.

(12) “Fraud” means and includes actual fraud or constructive fraud as normally defined, in addition to the following:

(13) “Manufacturer” means any person engaged in the business of manufacturing or assembling new and unused equipment.

(14) “New equipment” means equipment which has not been previously sold to and put into regular use or service by any person, except a distributor, wholesaler, or dealer for resale.

(15) “Person” means a natural person, corporation, association, partnership, trust, or other business entity and, in the case of a business entity, includes any other entity in which the business entity has a majority interest or which it effectively controls, as well as the individual officers, directors, and other persons in active control of the activities of each such entity.

(16) “Relevant market area” means the geographic area for which a dealer is assigned responsibility for selling or soliciting or advertising the sale of equipment under the terms of a franchise.

(17) “Sale” means and includes the issuance, transfer, agreement for transfer, exchange, pledge, hypothecation, or mortgage in any manner or form, whether by transfer in trust or otherwise, of any equipment or interest therein, or of any franchise related thereto, for a consideration and any option, subscription or other contract, or solicitation, looking to a sale, or offer or attempt to sell in any form, whether in oral or written form for a consideration.

(18) “Termination” means the termination, cancellation, nonrenewal, or noncontinuation of a contract or agreement.

(19) “Tractor” means a vehicle that is operated principally upon a farm, grove, or orchard in connection with agriculture.

History. — s. 3, ch. 84-217; s. 735, ch. 97-102; s. 3, ch. 2004-257.

686.403 Application of ss. 686.40-686.418.

(1) Any person who engages directly or indirectly in purposeful agreements or contracts within this state in connection with the sale or advertising for sale of new equipment and parts is subject to ss. 686.40-686.418 and to the jurisdiction of the courts of this state for violations of such sections in accordance with the provisions of the laws of this state.

(2) Sections 686.40-686.418 apply to all written or oral agreements between a manufacturer, distributor, or wholesaler with a dealer, including, but not limited to, the franchise offering; the franchise agreement; sales of goods, services, and advertising; leases or mortgages of real or personal property; promises to pay; security interests; pledges; insurance contracts; advertising contracts; construction or installation contracts; servicing contracts; and all other such agreements in which the manufacturer, distributor, or wholesaler has any direct or indirect interest.

(3) Sections 686.40-686.418 apply to all contracts entered into, renewed, or amended after July 1, 2004.

History. — ss. 4, 9, 17, ch. 84-217; s. 4, ch. 2004-257.

686.405 Warranty agreements; claims; compensation of dealers.

(1) Every manufacturer, distributor, wholesaler, factory branch or division, distributor branch or division, or wholesale branch or division shall provide a fair and reasonable warranty agreement on any new equipment which it sells and shall fairly compensate each of its dealers for labor and parts used in fulfilling such warranty agreements.

(2)(

a) Each claim for payment under such warranty agreements made by a dealer for such labor and parts shall be paid within 30 days following its approval. Each such claim shall be either approved or disapproved within 30 days after its receipt. When any such claim is disapproved, the dealer who submitted it shall be notified in writing of such disapproval within such period, and such notice shall state the specific grounds upon which the disapproval is based.

(3)(

a) The minimum lawful basis for compensating a dealer for warranty work, as provided for in this section, shall be calculated for labor in accordance with the reasonable and customary amount of time required to complete such work, expressed in hours and fractions of hours multiplied by the dealer’s established hourly retail labor rate. Prior to filing a claim for reimbursement for warranty work, the dealer must notify the applicable manufacturer, distributor, or wholesaler of his or her hourly retail labor rate.

(4) It shall be unlawful to deny, delay payment for, or restrict a claim by a dealer for warranty service or parts, incentives, hold-backs, or other amounts owed to a dealer unless the denial, delay, or restriction is the direct result of a material defect in the claim that affects its validity.

(5) A manufacturer, distributor, or wholesaler may audit warranty claims submitted by its dealers only for a period of up to 1 year following payment of such claims and may charge back to its dealers only those amounts based upon paid claims shown by the audit to be invalid. However, this limitation shall not apply in any case of fraudulent claims.

(6) Any audit of a dealer by or on behalf of a manufacturer, distributor, or wholesaler for sales incentives, service incentives, rebates, or other forms of incentive compensation shall be completed not later than 12 months after the date of termination of such incentive compensation program. However, this limitation shall not apply in any case of fraudulent claims.

History. — s. 8, ch. 84-217; s. 736, ch. 97-102; s. 5, ch. 2004-257.

686.406 Parts; availability; return.

(1) Every manufacturer shall specify, and every dealer shall provide and fulfill, reasonable predelivery and preparation obligations for its equipment prior to delivery of the equipment to retail purchasers.

(2) Every manufacturer shall provide for the availability of repair parts throughout the reasonable useful life of any equipment sold.

(3) Every manufacturer or distributor shall provide to each of its dealers, annually, an opportunity to return a portion of its surplus parts inventories for credit. The surplus procedure shall be administered as follows:

History. — s. 7, ch. 84-217; s. 737, ch. 97-102; s. 6, ch. 2004-257.

686.407 Repurchase of inventory upon termination of franchise agreement; establishment or relocation of dealership; sale or lease of new equipment.

(1) Whenever any dealer enters into a franchise agreement with a manufacturer, distributor, or wholesaler in which agreement the dealer agrees to maintain an inventory of equipment or repair parts and the franchise is subsequently terminated, the manufacturer, distributor, or wholesaler shall repurchase the inventory as provided in this section. However, the dealer may keep the inventory if he or she desires. If the dealer has any outstanding debts to the manufacturer, distributor, or wholesaler, then the repurchase amount may be credited to the dealer’s account.

(2) If the dealer decides not to keep the inventory, the manufacturer, distributor, or wholesaler shall repurchase that inventory previously purchased from such manufacturer, distributor, or wholesaler and held by the dealer on the date of termination of the contract. The manufacturer, distributor, or wholesaler shall pay:

(3) Upon payment within a reasonable time of the repurchase amount to the dealer, the title and right of possession to the repurchased inventory shall transfer or be transferred to the manufacturer, distributor, or wholesaler, as the case may be.

(4) The provisions of this

section do not require the repurchase from a dealer of:

(5) If any manufacturer, distributor, or wholesaler fails or refuses to repurchase any inventory covered under the provisions of this

section within 60 days after termination of a dealer’s contract, he or she is civilly liable for 100 percent of the current wholesale price of the inventory plus any freight charges paid by the dealer, such dealer’s reasonable attorney’s fees, court costs, and interest on the current wholesale price computed at the legal interest rate provided in s. 687.01 from the 61st day after termination.

(6) A manufacturer, distributor, or wholesaler that intends to establish a new dealership or to relocate a current dealership for a particular product line or make of equipment within the relevant market area of an existing dealership of the same product line or make of equipment shall give written notice of such intent by certified mail or overnight delivery, return receipt requested, to such existing dealership. The notice shall be delivered at least 180 days prior to establishment of a new dealership or relocation of a current dealership. The notice shall include:

(7) A manufacturer, distributor, or wholesaler may lease new equipment for use within the state. If the manufacturer, distributor, or wholesaler makes a direct sale or lease of equipment, he or she shall pay to the dealer located within the relevant market area a commission of not less than 7 percent of the sale or lease price of the equipment. This payment shall cover any compensation to the dealer for the cost of customary preparation and delivery as well as any commission on the sale or lease. This compensation must be paid or credited in the same manner as provided in this section.

The manufacturer, distributor, or wholesaler, if practicable, shall utilize the dealer in the relevant market area for preparation and delivery. For purposes of this subsection, equipment is considered to be used primarily within a dealer’s relevant market area if the new equipment is located or housed at a user’s facility located within the relevant market area. This subsection shall not be applicable to any liquidation or sale of equipment which has been ordered by any court.

History. — s. 14, ch. 84-217; s. 42, ch. 85-62; s. 738, ch. 97-102; s. 7, ch. 2004-257.

686.408 Repurchase of inventory upon death or incapacity of dealer.

(1) In the event of the death or incapacity of a dealer or the majority stockholder of a corporation operating as a dealer, the manufacturer, distributor, or wholesaler shall, at the option of the heirs at law, if the dealer died intestate, or the devisees or transferees under the terms of the deceased dealer’s last will and testament, if the dealer died testate, repurchase the inventory from such heirs or devisees as if the manufacturer, distributor, or wholesaler had terminated the contract; and the inventory repurchase provisions of s. 686.407 are made expressly applicable to the repurchase under this section.

The heirs or devisees shall have 1 year from the date of the death of the dealer or majority stockholder to exercise their option under this section. However, nothing in this

section requires the repurchase of inventory if the heirs or devisees and the manufacturer, distributor, or wholesaler enter into a new franchise agreement to operate the retail dealership.

(2) This

section is subject to that portion of the manufacturer’s, distributor’s, or wholesaler’s contract or agreement with the dealer pertaining to death of the dealer or succession to the extent such contract or agreement is not inconsistent with this section.

History. — s. 15, ch. 84-217.

686.409 Compensation for inventory upon refusal to renew, termination of, or restriction on transfer of a franchise.

History. — s. 10, ch. 84-217; s. 739, ch. 97-102; s. 8, ch. 2004-257.

686.41 Indemnification of dealer with respect to legal actions.

History. — s. 16, ch. 84-217; s. 60, ch. 87-226; s. 740, ch. 97-102.

686.413 Unlawful acts and practices.

(1) It is deemed a violation of this

section for any manufacturer, factory branch, factory representative, distributor, distributor branch, distributor representative, wholesaler, or dealer to engage in any action which is arbitrary, capricious, in bad faith, or unconscionable and which causes damage in terms of law or equity to any of the parties or to the public.

(2) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof, to coerce, compel, or attempt to coerce or compel any dealer:

(3) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof:

(4) It is deemed a violation of this

section for a dealer:

History. — ss. 5, 6, ch. 84-217; s. 741, ch. 97-102; s. 9, ch. 2004-257.

686.415 Unenforceable contract or franchise agreement.

History. — s. 13, ch. 84-217.

686.417 Remedies.

(1) In addition to temporary, preliminary, or final injunctive relief as provided in s. 686.413(3)(c)1., any person who is aggrieved or injured in his or her business or property by reason of anything forbidden in ss. 686.40-686.418 may bring an action therefor in the appropriate circuit court of this state and shall recover the actual damages sustained and the costs of such action, including a reasonable attorney’s fee.

(2) Without regard and in addition to any other remedy or relief to which a person is entitled, anyone aggrieved by a violation of ss. 686.40-686.418 may bring an action to obtain a declaratory judgment that

an act, action, or practice violates such sections and to enjoin a manufacturer, distributor, wholesaler, or dealer who has violated, is violating, or is otherwise likely to violate such sections.

(3) When such action is one of common or general interest to many persons or when the parties are numerous and it is impracticable to bring them all before the court, one or more may bring a class action for the benefit of the whole, including an action for injunctive relief.

(4) In an action for money damages, if a judge or jury finds that the defendant acted maliciously, the judge or jury may award punitive damages as permitted by state law.

(5) The Department of Legal Affairs or the state attorney, if a violation of ss. 686.40-686.418 occurs in his or her judicial circuit, may bring an action for injunctive or other appropriate civil relief for any violation of ss. 686.40-686.418.

(6) The remedies provided in this

section are in addition to any other remedies provided by law or in equity.

History. — s. 11, ch. 84-217; s. 742, ch. 97-102.

686.418 Effect of act on other remedies.

History. — s. 12, ch. 84-217; s. 10, ch. 2004-257.

686.501

Definitions; ss. 686.501-686.506.

(1) “Art” means a painting, sculpture, drawing, work of graphic art, pottery, weaving, batik, macrame, quilt, print, photograph, or craft work executed in materials including, but not limited to, clay, textile, paper, fiber, wood, tile, metal, plastic, or glass. The term shall also include a rare map which is offered as a limited edition or a map 80 years old or older; or a rare document or rare print which includes, but is not limited to, a print, engraving, etching, woodcut, lithograph, or serigraph which is offered as a limited edition, or one 80 years old or older.

(2) “Artist” means the creator of a work of art or, if she or he is deceased, the artist’s heirs or personal representative.

(3) “Art dealer” means a person engaged in the business of selling works of art, a person who is a consignee of a work of art, or a person who, by occupation, holds herself or himself out as having knowledge or skill peculiar to works of art or rare documents or prints, or to whom such knowledge or skill may be attributed by her or his employment of an agent or broker or other intermediary who, by occupation, holds herself or himself out as having such knowledge or skill.

The term “art dealer” includes an auctioneer who sells works of art, rare maps, rare documents, or rare prints at public auction as well as the auctioneer’s consignor or principal. The term “art dealer” does not include a cooperative which is totally owned by artist members.

(4) “Creditor” means a “creditor” as defined in s. 671.201.

(5) “Person” means an individual, partnership, corporation, or association.

(6) “Author” or “authorship” refers to the creator or creation of a work of art or to the period, culture, source, or origin with which the creation of the work is identified in the description of the work.

(7) “Counterfeit” means a work of art made or altered with intent to deceive in such a manner that it appears to have an authorship which it does not in fact possess. The term “counterfeit” includes any work of art made, altered, or copied in such a manner that it appears to have an authorship which it does not in fact possess, even though the work may not have been made with intent to deceive.

(8) “Written instrument” means a written or printed agreement, bill of sale, or any other written or printed note or memorandum of the sale or exchange of a work of art by an art dealer, and includes a written or printed catalog or other prospectus of a forthcoming sale as well as any written or printed corrections or amendments thereof.

(9) “Consignor” means an artist or any person, partnership, firm, association, or corporation which delivers a work of art to an art dealer for the purpose of sale, or exhibition and sale, to the public on a commission, fee, or other basis of compensation.

(10) “Consignee” means an art dealer who receives and accepts a work of art from a consignor for the purpose of sale, or exhibition and sale, to the public on a commission, fee, or other basis of compensation.

History. — s. 1, ch. 86-118; s. 19, ch. 91-110; s. 743, ch. 97-102.

686.502 Consignment relationship; notice; proceeds of sales held in trust; contract requirements.

(1) Whenever a consignor delivers, or causes to be delivered, a work of art to a consignee for the purpose of sale, or exhibition and sale, to the public on a commission, fee, or other basis of compensation, the delivery to and acceptance thereof by the art dealer is deemed to be “on consignment”; and, with respect to the work of art, such consignee shall thereafter be deemed to be the agent of such consignor.

(2) Whenever a consignor delivers or causes to be delivered a work of art to a consignee, such consignor shall give notice to the public by affixing to such work of art a sign or tag which states that such work of art is being sold subject to a contract of consignment, or such consignee shall post a clear and conspicuous sign in the consignee’s place of business giving notice that some works of art are being sold subject to a contract of consignment.

(3) The proceeds of sale of a work of art shall be held in trust by the consignee for the benefit of the consignor. Such proceeds shall be applied first in payment of any amount due to the consignor.

(4) Any provision of a contract or agreement whereby the consignor waives any of the provisions of this

section is void.

History. — s. 2, ch. 86-118.

686.503 Contract provisions.

(1) The proceeds of the sale of the work of art shall be delivered to the consignor at a

schedule agreed upon by the consignor and consignee.

(2) The consignee shall be responsible for the stated value of the work of art in the event of the loss of or damage to such work of art while it is in the possession of such consignee.

(3) The work of art shall only be sold by the consignee for an amount at least equal to the amount agreed upon by the consignor in writing.

(4) The work of art may be used or displayed by the consignee or others only with the prior written consent of the consignor and only if the artist is acknowledged in such use or display.

(5) A work of art delivered to an art dealer by an artist for the purpose of exhibition or sale and the artist’s share of the proceeds of the sale of the work by the dealer, whether to the dealer on his or her own account or to a third person, shall create a priority in favor of the artist over the claims, liens, or security interests of the creditors of the art dealer, notwithstanding any provisions of the Uniform Commercial Code.

History. — s. 3, ch. 86-118; s. 744, ch. 97-102.

686.504 Warranties by art dealers; written statement; terminology.

(1) When an art dealer, in selling or changing a work of art, furnishes to a buyer of such work who is not an art dealer a written instrument which, in describing the work, identifies it with any authorship, the description shall be presumed to be part of the basis of the transaction and shall create an express warranty of the authenticity of the authorship as of the date of the sale or exchange.

The warranty shall not be negated or limited because the art dealer in the written instrument did not use formal words such as “warrant” or “guarantee,” because the art dealer did not have a specific intention or authorization to make the warranty, or because any statement relevant to authorship is, reports to be, or is capable of being, merely the art dealer’s opinion.

(2) In construing the degree of authenticity of authorship warranted, due regard shall be given to the terminology used in describing the authorship and the meaning accorded to such terminology by the customs and usage of the trade at the time and in the locality where the sale or exchange took place. A written instrument delivered pursuant to a sale which took place in this state which, in describing the work, states, for example:

History. — s. 4, ch. 86-118; s. 745, ch. 97-102.

686.505 Construction of language.

(1) The language tending to negate or limit the warranty is not conspicuous, written, and contained in a provision separate and apart from any language relevant to the creation of the warranty, in words which would clearly and specifically apprise the buyer that the seller assumes no risk, liability, or responsibility for the authenticity of the authorship of a work of art. Words of general disclaimer like “all warranties, express or implied, are excluded” are not sufficient to negate or limit express warranty of authenticity of the authorship of a work of art created under s. 686.504 or otherwise.

(2) The work of art is proved to be a counterfeit, and this was not clearly indicated in the description of the work.

(3) The work of art is unqualifiedly stated to be the work of a named author or authorship, or date or period or limited edition, and it is proved that, as of the date of sale or exchange, the statement was false, mistaken, or erroneous.

History. — s. 5, ch. 86-118.

686.506 Rights and liabilities, additional; merchant’s liability.

(1) The rights and liabilities created by ss. 686.501-686.506 shall be construed to be in addition to and not in substitution, exclusion, or displacement of other rights and liabilities provided by law, including the law of principal and agent except where the construction would, as a matter of law, be unreasonable.

(2) An art dealer who, as buyer, is excluded from obtaining the benefits of an express warranty under ss. 686.501-686.506 shall not be deprived of the benefits of any other provisions of law.

(3) An art dealer whose warranty of authenticity of authorship was made in good faith shall not be liable for damages beyond the return of the purchase price which he or she received, together with any attorney’s fees and costs incurred by reason of the art dealer’s refusal to comply with ss. 686.501-686.506.

(4) Any person who violates ss. 686.501-686.506 is guilty of a misdemeanor of the second degree, punishable as provided in s. 775.082 or s. 775.083.

(5) Nothing in ss. 686.501-686.506 shall apply to any work of art, when offered for sale or sold at wholesale or retail, framed or unframed, at a price of $100 or less.

(6) Nothing in ss. 686.501-686.506 shall apply to works of art sold by artists who produce the same directly to a consumer, without the intervention of a wholesale or retail art dealer.

History. — s. 6, ch. 86-118; s. 166, ch. 91-224; s. 746, ch. 97-102.

686.60

Short title.

History. — s. 1, ch. 97-275.

686.601 Legislative finding and intent; construction.

(1) The Legislature finds and declares that the distribution and sale of outdoor power equipment in this state vitally affects the general economy of the state, the public interest, the public safety, the ecology of this state, and the public welfare and that, in the exercise of its police power, it is necessary to regulate the conduct of outdoor power equipment manufacturers, distributors, wholesalers, and dealers and their representatives doing business in this state in order to prevent fraud, unfair business practices, unfair methods of competition, impositions, and other abuses upon its citizens.

(2) In order to promote the intention and policies announced in this section, the provisions of ss. 686.601-686.614 shall be liberally construed.

History. — s. 1, ch. 97-275.

686.602

Definitions of terms used in ss. 686.601-686.614.

(1) “Dealer” or “servicing dealer” means a person who sells, solicits, or advertises the sale of new or used outdoor power equipment to the consuming public and services such equipment or a private business which has contracted with the manufacturer or distributor to sell such equipment at retail and services such equipment and which is required to undergo training in the sale and servicing of such equipment, but does not include:

(2) “Dealer agreement” means a contract or agreement, express or implied, oral or written, for a definite or indefinite period of time, in which a manufacturer, distributor, or wholesaler grants to a dealer permission to use a trade name, service mark, trademark, or a related characteristic and in which there is a common interest or community of interest in the marketing of outdoor power equipment or services related thereto at wholesale or retail, whether leasing, sale, or otherwise.

(3) “Distributor” or “wholesaler” means any person, firm, association, corporation, or company that sells or distributes new outdoor power equipment to dealers and that maintains distributor representatives within this state.

(4) “Distributor branch” means a branch office maintained by a distributor or wholesaler which sells or distributes new outdoor power equipment to dealers.

(5) “Distributor representative” means a representative employed by a distributor, distributor branch, or wholesaler.

(6) “Factory branch” means a branch office maintained by a manufacturer which manufactures and assembles outdoor power equipment for sale to distributors of outdoor power equipment or to dealers or which is maintained for directing and supervising the representatives of the manufacturer.

(7) “Factory representative” means a representative employed by a manufacturer or factory branch for the purpose of making or promoting the sale of outdoor power equipment or for supervising, servicing, introducing, or contracting with dealers or prospective dealers.

(8) “Fraud” means and includes actual fraud or constructive fraud as normally defined, in addition to the following:

(9) “Manufacturer” means any person engaged in the business of manufacturing or assembling new and unused outdoor power equipment.

(10) “New outdoor power equipment” means outdoor power equipment which has not been previously sold to and put into regular use or service by any person, except to a distributor, wholesaler, or dealer for resale.

(11) “Outdoor power equipment” means two-cycle and four-cycle gas, diesel, and electric engines and any other type of equipment used to maintain commercial, public, and residential lawns and gardens or used in landscape, turf, golf course, green nursery, or forestry or tree maintenance.

(12) “Person” means a natural person, corporation, association, partnership, trust, or other business entity and, in the case of a business entity, includes any other entity in which the business entity has a majority interest or which it effectively controls, as well as the individual officers, directors, and other persons in active control of the activities of each such entity.

(13) “Sale” means and includes the issuance, transfer, agreement for transfer, exchange, pledge, hypothecation, or mortgage in any manner or form, whether by transfer in trust or otherwise, of any outdoor power equipment or interest therein, or of any dealer agreement related thereto, for a consideration and any option, subscription or other contract, or solicitation, looking to a sale, or offer or attempt to sell in any form, whether in oral or written form for a consideration.

History. — s. 1, ch. 97-275; s. 49, ch. 99-7.

686.603 Application.

(1) Any person who engages directly or indirectly in purposeful agreements or contracts within this state in connection with the sale or advertising for sale of new outdoor power equipment and parts is subject to ss. 686.601-686.614 and to the jurisdiction of the courts of this state for violations of such sections in accordance with the provisions of the laws of this state.

(2) Sections 686.601-686.614 apply to all written or oral agreements between a manufacturer, distributor, or wholesaler with a dealer, including, but not limited to, the dealer agreement; sales of goods, services, and advertising; leases or mortgages of real or personal property; promises to pay; security interests; pledges; insurance contracts; advertising contracts; construction or installation contracts; servicing contracts; and all other such agreements in which the manufacturer, distributor, or wholesaler has any direct or indirect interest.

(3) Sections 686.601-686.614 apply to all continuing contracts now in effect which have no expiration date and to all other contracts entered into or renewed after October 1, 1997.

History. — s. 1, ch. 97-275.

686.604 Warranty agreements; claims; compensation of dealers.

(1) Every manufacturer, distributor, wholesaler, factory branch or division, distributor branch or division, or wholesale branch or division shall provide a fair and reasonable warranty agreement on any new outdoor power equipment which it sells and shall fairly compensate each of its dealers for labor and parts used in fulfilling such warranty agreements.

(2)(

a) Each claim for payment under such warranty agreements made by a dealer for such labor and parts shall be paid within 30 days following its approval. Each such claim shall be either approved or disapproved within 30 days after its receipt. When any such claim is disapproved, the dealer who submitted it shall be notified in writing of such disapproval within such period, and such notice shall state the specific grounds upon which the disapproval is based.

(3)(

a) The minimum lawful basis for compensating a dealer for warranty work, as provided for in this section, shall be calculated for labor in accordance with the reasonable and customary amount of time required to complete such work, expressed in hours and fractions of hours multiplied by the dealer’s established hourly retail labor rate. Prior to filing a claim for reimbursement for warranty work, the dealer must notify the applicable manufacturer, distributor, or wholesaler of her or his hourly retail labor rate.

History. — s. 1, ch. 97-275; s. 50, ch. 99-7.

686.605 Parts; availability; return.

(1) Every manufacturer, distributor, and wholesaler shall specify, and every dealer shall provide and fulfill, reasonable predelivery and preparation obligations for its outdoor power equipment prior to delivery of the outdoor power equipment to retail purchasers.

(2) Every manufacturer, distributor, and wholesaler shall provide for the availability of repair parts throughout the reasonable useful life of any outdoor power equipment sold.

(3) Every manufacturer, distributor, and wholesaler shall provide to their dealers, annually, an opportunity to return a portion of their surplus parts inventories for credit. The surplus procedure shall be administered as follows:

History. — s. 1, ch. 97-275; s. 51, ch. 99-7.

686.606 Repurchase of inventory upon termination of dealer agreement.

(1) Whenever any dealer enters into a dealer agreement with a manufacturer, distributor, or wholesaler in which agreement the dealer agrees to maintain an inventory of outdoor power equipment or repair parts and the agreement is subsequently voluntarily or involuntarily terminated, the manufacturer, distributor, or wholesaler shall repurchase the inventory as provided in this section. However, the dealer may keep the inventory if he or she desires. If the dealer has any outstanding debts to the manufacturer, distributor, or wholesaler, then the repurchase amount may be credited to the dealer’s account.

(2) If the dealer decides not to keep the inventory, the manufacturer, distributor, or wholesaler shall repurchase that inventory previously purchased from him or her and held by the dealer on the date of termination of the contract. The manufacturer, distributor, or wholesaler shall pay:

(3) Upon payment within a reasonable time of the repurchase amount to the dealer, the title and right of possession to the repurchased inventory shall transfer or be transferred to the manufacturer, distributor, or wholesaler, as the case may be.

(4) The provisions of this

section do not require the repurchase from a dealer of:

(5) If any manufacturer, distributor, or wholesaler fails or refuses to repurchase any inventory covered under the provisions of this

section within 60 days after termination of a dealer’s contract, he or she is civilly liable for 100 percent of the current wholesale price of the inventory plus any freight charges paid by the dealer, the dealer’s reasonable attorney’s fees, court costs, and interest on the current wholesale price computed at the legal interest rate provided in s. 687.01 from the 61st day after termination.

History. — s. 1, ch. 97-275; s. 52, ch. 99-7.

686.607 Repurchase of inventory upon death or incapacity of dealer.

(1) In the event of the death or incapacity of a dealer or the majority stockholder of a corporation operating as a dealer, the manufacturer, distributor, or wholesaler shall, at the option of the heirs at law, if the dealer died intestate, or the devisees or transferees under the terms of the deceased dealer’s last will and testament, if the dealer died testate, repurchase the inventory from such heirs or devisees as if the manufacturer, distributor, or wholesaler had terminated the contract; and the inventory repurchase provisions of s. 686.606 are made expressly applicable to the repurchase under this section.

The heirs or devisees shall have 1 year from the date of the death of the dealer or majority stockholder to exercise their option under this section. However, nothing in this

section requires the repurchase of inventory if the heirs or devisees and the manufacturer, distributor, or wholesaler enter into a new agreement to operate the retail dealership.

(2) This

section is subject to that portion of the manufacturer’s, distributor’s, or wholesaler’s contract or agreement with the dealer pertaining to death of the dealer or succession to the extent such contract or agreement is not inconsistent with this section.

History. — s. 1, ch. 97-275.

686.608 Compensation for inventory upon refusal to renew, termination of, or restriction on transfer of a dealer agreement.

History. — s. 1, ch. 97-275.

686.609 Indemnification of dealer with respect to legal actions.

History. — s. 1, ch. 97-275.

686.611 Unlawful acts and practices.

(1) It is deemed a violation of this

section for any manufacturer, factory branch, factory representative, distributor, distributor branch, distributor representative, wholesaler, or dealer to engage in any action which is arbitrary, capricious, in bad faith, or unconscionable and which causes damage in terms of law or equity to any of the parties or to the public.

(2) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof, to coerce, compel, or attempt to coerce or compel any dealer:

(3) It is deemed a violation of this

section for a manufacturer, factory branch or division, distributor, distributor branch or division, wholesaler, or wholesale branch or division, or officer, agent, or other representative thereof:

(4) It is deemed a violation of this

section for a dealer:

History. — s. 1, ch. 97-275; s. 53, ch. 99-7.

686.612 Unenforceable contract or agreement.

History. — s. 1, ch. 97-275.

686.613 Remedies.

(1) In addition to temporary, preliminary, or final injunctive relief as provided in s. 686.611(3)(c)1., any person who is aggrieved or injured in his or her business or property by reason of anything forbidden in ss. 686.601-686.614 may bring an action therefor in the appropriate circuit court of this state and shall recover the actual damages sustained and the costs of such action, including a reasonable attorney’s fee.

(2) Without regard and in addition to any other remedy or relief to which a person is entitled, anyone aggrieved by a violation of ss. 686.601-686.614 may bring an action to obtain a declaratory judgment that

an act, action, or practice violates such sections and to enjoin a manufacturer, distributor, wholesaler, or dealer who has violated, is violating, or is otherwise likely to violate such sections.

(3) When such action is one of common or general interest to many persons or when the parties are numerous and it is impracticable to bring them all before the court, one or more may bring a class action for the benefit of the whole, including an action for injunctive relief.

(4) In an action for money damages, if a judge or jury finds that the defendant acted maliciously, the judge or jury may award punitive damages as permitted by state law.

(5) The Department of Legal Affairs or the state attorney, if a violation of ss. 686.601-686.614 occurs in his or her judicial circuit, may bring an action for injunctive or other appropriate civil relief for any violation of ss. 686.601-686.614.

(6) The remedies provided in this

section are in addition to any other remedies provided by law or in equity.

History. — s. 1, ch. 97-275; s. 54, ch. 99-7.

686.614 Effect of act on other remedies.

History. — s. 1, ch. 97-275.

686.701 Reimbursement of federal excise taxes on motor fuel.

(1)(

a) If a fuel supply contract requires one party to reimburse another party for the federal excise tax imposed by 26 U.S.C. s. 4081, whether as a separate item or as part of the contract price, the reimbursing party, at its option and notwithstanding contrary terms of the contract, shall not be required to make the reimbursement more than 1 business day before the day on which the reimbursed party must remit the taxes to the Internal Revenue Service.

(2)(

a) Written notice of the reimbursing party’s intent to exercise the option provided in subsection (1) shall be given to the reimbursed party.

(3)(

a) If a reimbursing party exercises the option provided in subsection (1), the reimbursed party may demand security for the payment of the taxes in proportion to the amount the taxes represent compared to the security demanded on the contract as a whole.

(4)(

a) This

section applies to all wholesale transactions with terminal suppliers that are:

History. — s. 1, ch. 2009-163.

Document details

CollectionFlorida Statutes
CitationFla. Stat. ch. 686 (2018)
Typestatute
Languageen
Formathtml
SourceFL_STATUTES
Identifierce837733046255700084110476694cd50254137a

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