SB 377 — Equipment contracts; modifying definitions; modifying certain prohibited actions; modifying certain consent requirements. Effective date.

377 Page 6 date;

a.ENR.

planting, cultivating, irrigating, harvesting and producing of the agricultural products, or b.

raising, feeding, tending to or harvesting products from livestock;

20.

“Specialty agricultural equipment supplier” means a supplier of specialty agricultural equipment whose gross sales ENGR.

377 Page 75 revenuea. to the dealer is less than the threshold amount and whose product line does not include farm tractors or combines and whose sales of outdoor power equipment to the dealer does not exceed ten percent (10%) of its total sales to the dealer during the one-year period ending on the last day of the calendar month immediately preceding the effective date of the termination of the dealer agreement.

planting, cultivating, irrigating, harvesting and producing of the agricultural products, or b.

raising, feeding, tending to or harvesting products from livestock;

20.

“Specialty agricultural equipment supplier” means a supplier of specialty agricultural equipment whose gross sales revenue to the dealer is less than the threshold amount and whose product line does not include farm tractors or combines and whose sales of outdoor power equipment to the dealer does not exceed ten percent (10%) of its total sales to the dealer during the one-year period ending on the last day of the calendar month immediately preceding the effective date of the termination of the dealer agreement.

For purposes of Section 9 of this act and Sections 245A.5, 246, and 247 of this title, the terms shall not ENGR.include the phrase “substantially change the competitive circumstances of”;

S.

B.

NO.

377 Page 8 include the phrase “substantially change the competitive circumstances of”;

ten percent (10%) of the dealer’s gross sales revenue, or b.ENR.

S.

B.

NO.

377 Page 6 b.

To coerce, compel or require any dealer to accept delivery of any equipment or repair parts which the dealer has not voluntarily ordered, except as required by any applicable law or ENGR.unless such equipment or repair parts are safety features required by a supplier;

S.

B.

NO.

377 Page 9 unless such equipment or repair parts are safety features required by a supplier;

If a dealerENR. purchased equipment from a supplier constituting eighty percent (80%) of the dealer’s new equipment, calculated on the basis of net equipment cost, at all retail sales facilities operated by such dealer and the total annual sales volume of equipment acquired from such supplier exceeds Forty Million Dollars ($40,000,000.00), subject to adjustment after the effective date of this act on the same basis as calculated in subparagraph b of paragraph 16 of ENGR.

377 Page 107 dealer purchased equipment from a supplier constituting eighty percent (80%) of the dealer’s new equipment, calculated on the basis of net equipment cost, at all retail sales facilities operated by such dealer and the total annual sales volume of equipment acquired from such supplier exceeds Forty Million Dollars ($40,000,000.00), subject to adjustment after the effective date of this act on the same basis as calculated in subparagraph b of paragraph 16 of Section 245 of this title for single-line dealers, at such retail sales facilities for the five (5) calendar years immediately preceding the applicable determination date, then it shall not be a violation of this section to require separate facilities, financial statements or sales staff for major competing lines so long as the dealer is given at least three (3) years notice of such requirement the extent the dealer is prevented from selling major competing product lines or makes of equipment at such retail sales facilities of the dealer authorized to sell new equipment acquired from the supplier seeking to impose the restriction on sales of major competing product lines or makes of equipment;

The failure to deliver any such equipment will not be considered a violation of the Fair Practices of Equipment Manufacturers, Distributors, Wholesalers and Dealers Act if such failure is due to prudent and reasonable restrictions on extensions of credit by the supplier to the dealer, an act of nature, work stoppage or delay due to a strike or labor difficulty, a bona fide shortage of materials, freight embargo, or other cause over which the supplier has no control or a business ENGR.decision by the supplier to limit the production volume of the equipment;

S.

B.

NO.

377 Page 11 decision by the supplier to limit the production volume of the equipment;

To discriminate, directly or indirectly, in price between different dealers with respect to purchases of equipment or repair parts of like grade and quality and identical brand, where the effectENR. of such discrimination may be to substantially lessen competition, tend to create a monopoly in any line of commerce, or injure, destroy or prevent competition with any dealer who either grants or knowingly receives the benefit of such discrimination;

S.

B.

NO.

377 Page 8 effect of such discrimination may be to substantially lessen competition, tend to create a monopoly in any line of commerce, or injure, destroy or prevent competition with any dealer who either grants or knowingly receives the benefit of such discrimination;

To prevent by contract or otherwise, any dealer from changing its capital structure or the means by or through which the ENGR.dealer finances its operations, so long as the dealer gives prior notice to the supplier, and provided the dealer at all times meets any reasonable capital standards required by the supplier pursuant to a right granted in the dealer agreement and imposed on similarly situated dealers;

S.

B.

NO.

377 Page 12 dealer finances its operations, so long as the dealer gives prior notice to the supplier, and provided the dealer at all times meets any reasonable capital standards required by the supplier pursuant to a right granted in the dealer agreement and imposed on similarly situated dealers;

Except as otherwise specifically provided in the Fair Practices of Equipment Manufacturers, Distributors, Wholesalers and Dealers Act, “good cause” means the failure by a dealer to substantially comply with essential and reasonable requirements imposed upon the dealer by the dealer agreement, provided such requirements are not differentENR. from those requirements imposed on other similarly situated dealers either by their terms or in the manner of their enforcement.

In addition, good cause shall exist whenever:

1.

The dealer or dealership has transferred a controlling ownership interest in its business without the supplier’s consent ENGR.

377 Page 139 unlessdifferent thefrom supplierthose doesrequirements notimposed haveon theother rightsimilarly tosituated withholddealers consent under either theby dealertheir agreementterms or underin the termsmanner of thistheir act;enforcement.

In addition, good cause shall exist whenever:

1.

The dealer or dealership has transferred a controlling ownership interest in its business without the supplier’s consent unless the supplier does not have the right to withhold consent under either the dealer agreement or under the terms of this act;

ENGR.6.

S.

B.

NO.

377 Page 14 6.

or 8.ENR.

S.

B.

NO.

377 Page 10 8.

A supplier, other than a specialty agricultural equipment supplier, may not terminate a dealer agreement for the reason set forth in paragraph 8 of subsection A of Section 5 245A.1 of this act ENGR.title unless the supplier gives the dealer notice of such action at least two (2) years before the effective date of the action.

S.

B.

NO.

377 Page 15 title unless the supplier gives the dealer notice of such action at least two (2) years before the effective date of the action.

If a supplier denies a request made pursuant to this subsection, the supplier must provide theENR. dealer with a written notice of the denial that states the reasons for the denial.

A supplier may only deny not unreasonably withhold consent to a request based on the failure of the proposed transferees to meet the reasonable requirements consistently imposed by the supplier in determining approval of the transfer and/or ENGR.

377 Page 1611 approvalsthe ofdealer newwith dealers for a salewritten ornotice transfer of athe dealer’sdenial businessthat orstates anthe equityreasons ownership interest in such business, and such consent may only be withheld for goodthe cause.denial.

A supplier may only deny not unreasonably withhold consent to a request based on the failure of the proposed transferees to meet the reasonable requirements consistently imposed by the supplier in determining approval of the transfer and/or approvals of new dealers for a sale or transfer of a dealer’s business or an equity ownership interest in such business, and such consent may only be withheld for good cause.

ENGR.ENR.

377 Page 1712 Passed the Senate the 24th day of March, 2025.

3 Presiding Officer of the Senate 5 Passed the House of Representatives the ____23rd day of __________,April, 2025.

8 Presiding Officer of the House of Representatives ENGR.OFFICE OF THE GOVERNOR Received by the Office of the Governor this ____________________ day of ___________________, 20_______, at _______ o'clock _______ M.

By:

_________________________________ Approved by the Governor of the State of Oklahoma this _________ day of ___________________, 20_______, at _______ o'clock _______ M.

_________________________________ Governor of the State of Oklahoma OFFICE OF THE SECRETARY OF STATE Received by the Office of the Secretary of State this __________ day of __________________, 20 _______, at _______ o'clock _______ M.

By:

_________________________________ ENR.

377 Page 1813