Contract Challenges With Selling 'Dualed' Auto Dealerships

By Sara Decatur Judge (June 23, 2017, 10:04 AM EDT) -- A recent case in Virginia involved the novel question of what assets are encompassed in a statutory and contractual right of first refusal (ROFR) held by an automotive manufacturer when the dealership being sold has multiple franchises operating out of the same dealership location. The motor vehicle dealer argued that if the manufacturer wanted to exercise its ROFR, it would have to meet the terms of the entire sale, which included the sale of assets related to the dealership's other franchises. The manufacturer disagreed and claimed that the dealer was required to "carve out" from the sale the assets which were related to the manufacturer's franchise agreement with the dealer. The resulting decision highlights how a factory ROFR can directly impede the sale of dealerships that have multiple franchises operating from the same dealership location....

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