Distribution and Franchise

BakerHostetler's Distribution and Franchise team represents motor vehicle, marine and equipment manufacturers and distributors in their relations with dealers and distribution networks. We work to satisfy both the litigation and transactional needs of our clients, which include most of the world's major automobile manufacturers.

Our team's senior attorneys have decades of experience in this area of law and most have served as in-house counsel with major automobile manufacturers. We have represented many of our clients for decades in jurisdictions throughout the country and have handled matters in every state. We understand the pressures our clients operate under, are intimately familiar with the agreements and statutes that govern their relations with dealers and state regulators and we provide in-depth counsel tailored to meet their business goals. We also draw on the experience of more than 900 BakerHostetler colleagues in 14 offices nationwide who concentrate their practices in varied areas of law, including antitrust, intellectual property, class actions, employment and taxation.

Our clients include companies of all sizes and stages of development that manufacture and distribute a full spectrum of motor vehicles, including automobiles, motorcycles, trucks (light, medium and heavy-duty), all-terrain vehicles (ATVs), ambulances, buses, scooters, recreational vehicles (RVs) and trailers. We have experience in marketing and distribution of alternative fuel vehicles and development of the infrastructure necessary to accommodate those vehicles. We also regularly represent marine companies, including boat and personal watercraft (PWC) manufacturers and distributors, along with equipment manufacturers in the construction, road development, mining and agricultural sectors.

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Transactional Matters

We draft and help implement dealer sales and service agreements, framework agreements, vehicle allocation policies, rights of first refusal/consideration, dealer network policies, promotional agreements and off-site service provider agreements. These include national dealer agreements, which we have drafted for several leading automobile and motorcycle manufacturers. We have also drafted and negotiated termination agreements and have analyzed post-termination obligations, as well as numerous settlement agreements.

Litigation

When disputes with dealers cannot be avoided, we provide aggressive representation of manufacturers and distributors before state and federal courts, state boards, commissions and regulatory agencies and arbitration panels across the United States. We have handled virtually all types of market representation litigation, initiated either by our client or by the dealer. These matters include dealer terminations (based on performance, warranty fraud, breach of contract, etc.), relocations, add-points, transfers, allocation, federal Dealer Day in Court Act, warranty audits, discrimination, fraudulent inducement, antitrust claims, breach of contract, allocation, class actions, counterfeit parts, warranty reimbursement, dualing, incentive programs, indemnification, minority dealer programs, Internet sales, out-of-trust situations, parts returns, post-termination obligations, rights of first refusal/consideration, changes in territory, franchise modifications, enforcement of settlement agreements, trademark issues, state motor vehicle franchising laws and general tort law.

Government Relations

We represent clients before state legislatures for purposes of encouraging the passage of manufacturer-friendly legislation, as well as discouraging potentially harmful legislation. In addition, our lawyers have good working relationships with various state regulators and agencies across the nation.

Select Experience

  • Helped alternative-fuel vehicle maker obtain dealer licenses for its alternate distribution plan in various states, despite the strong opposition of dealer groups and the existence of arguably unfavorable state laws.
  • Defeated dealer protests on two motions to dismiss based on waiver arguments, securing victory quickly and inexpensively for the client, before even undertaking discovery. Both were cases of first impression.
  • Defeated an application for injunctive relief brought by a disappointed buyer of a car dealership. The case involved an ambiguous area of state law as to whether the prospective buyer of a dealership could sue the automobile manufacturer for declining to approve the sale.
  • Completed several service-only location agreements, most recently to allow a dealer to provide service work for distributor client’s employees at an affiliate’s location. Provided analysis on the dealer issues, working closely with BakerHostetler real estate and employment lawyers in their areas of knowledge and experience.
  • Performed a 22-state research and analysis project for equipment manufacturer client to support a dealer rationalization plan that will provide brand unification of two dealer bodies into a single network.
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Experience

  • Helped alternative-fuel vehicle maker obtain dealer licenses for its alternate distribution plan in various states, despite the strong opposition of dealer groups and the existence of arguably unfavorable state laws.
  • Defeated dealer protests on two motions to dismiss based on waiver arguments, securing victory quickly and inexpensively for the client, before even undertaking discovery. Both were cases of first impression.
  • Defeated an application for injunctive relief brought by a disappointed buyer of a car dealership. The case involved an ambiguous area of state law as to whether the prospective buyer of a dealership could sue the automobile manufacturer for declining to approve the sale.
  • Completed several service-only location agreements, most recently to allow a dealer to provide service work for distributor client’s employees at an affiliate’s location. Provided analysis on the dealer issues, working closely with BakerHostetler real estate and employment lawyers in their areas of knowledge and experience.
  • Performed a 22-state research and analysis project for equipment manufacturer client to support a dealer rationalization plan that will provide brand unification of two dealer bodies into a single network.

Recognition

  • BTI Client Service 30: BakerHostetler advanced 19 positions to #9 (2016)

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