Florida Statutes

Fla. Stat. § 320.641 (2025)

Discontinuations, cancellations, nonrenewals, modifications, and replacement of franchise agreements.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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320.641 Discontinuations, cancellations, nonrenewals, modifications, and replacement of franchise agreements.—

(1)(a) An applicant or licensee shall give written notice to the motor vehicle dealer and the department of the licensee’s intention to discontinue, cancel, or fail to renew a franchise agreement or of the licensee’s intention to modify a franchise or replace a franchise with a succeeding franchise, which modification or replacement will adversely alter the rights or obligations of a motor vehicle dealer under an existing franchise agreement or will substantially impair the sales, service obligations, or investment of the motor vehicle dealer, at least 90 days before the effective date thereof, together with the specific grounds for such action.

(b) The failure by the licensee to comply with the 90-day notice period and procedure prescribed herein shall render voidable, at the option of the motor vehicle dealer, any discontinuation, cancellation, nonrenewal, modification, or replacement of any franchise agreement. Designation of a franchise agreement at a specific location as a “nondesignated point” shall be deemed an evasion of this section and constitutes an unfair cancellation.

(2) Franchise agreements are deemed to be continuing unless the applicant or licensee has notified the department of the discontinuation of, cancellation of, failure to renew, modification of, or replacement of the agreement of any of its motor vehicle dealers; and annual renewal of the license provided for under ss. 320.60-320.70 is not necessary for any cause of action against the licensee.

(3) Any motor vehicle dealer who receives a notice of intent to discontinue, cancel, not renew, modify, or replace may, within the 90-day notice period, file a petition or complaint for a determination of whether such action is an unfair or prohibited discontinuation, cancellation, nonrenewal, modification, or replacement. Agreements and certificates of appointment must continue in effect until final determination of the issues raised in such petition or complaint by the motor vehicle dealer. A discontinuation, cancellation, or nonrenewal of a franchise agreement is unfair if it is not clearly permitted by the franchise agreement; is not undertaken in good faith; is not undertaken for good cause; or is not based on a material and substantial breach of the franchise agreement by the motor vehicle dealer; or, if the grounds relied upon for termination, cancellation, or nonrenewal have not been applied in a uniform and consistent manner by the licensee. If the notice of discontinuation, cancellation, or nonrenewal relates to an alleged failure of the new motor vehicle dealer’s sales or service performance obligations under the franchise agreement, the new motor vehicle dealer must first be provided with at least 180 days to correct the alleged failure before a licensee may send the notice of discontinuation, cancellation, or nonrenewal. A modification or replacement is unfair if it is not clearly permitted by the franchise agreement; is not undertaken in good faith; or is not undertaken for good cause. The applicant or licensee has the burden of proof that such discontinuation, cancellation, nonrenewal, modification, or replacement is fair and not prohibited.

(4) Notwithstanding any other provision of this section, the failure of a motor vehicle dealer to be engaged in business with the public for 10 consecutive business days constitutes abandonment by the dealer of his or her franchise agreement. If any motor vehicle dealer abandons his or her franchise agreement, he or she has no cause of action under this section. For the purpose of this section, a dealer shall be considered to be engaged in business with the public if a sales and service facility is open and is performing such services 8 hours a day, 5 days a week, excluding holidays. However, it will not be considered abandonment if such failure to engage in business is due to an act of God, a work stoppage, or a delay due to a strike or labor difficulty, a freight embargo, or other cause over which the motor vehicle dealer has no control, including any violation of ss. 320.60-320.70.

(5) Notwithstanding any other provision of this section, if a motor vehicle dealer has abandoned his or her franchise agreement as provided in subsection (4), the licensee may give written notice to the dealer and the department of the licensee’s intention to discontinue, cancel, or fail to renew the franchise agreement with the dealer at least 15 days before the effective date thereof, specifying the grounds for such action. A motor vehicle dealer receiving such notice may file a petition or complaint for determination of whether in fact there has been an abandonment of the franchise.

(6) If the complainant motor vehicle dealer prevails, he or she shall have a cause of action against the licensee for reasonable attorneys’ fees and costs incurred by him or her in such proceeding, and he or she shall have a cause of action under s. 320.697.

(7) Except as provided in s. 320.643, no replacement motor vehicle dealer shall be named for this point or location to engage in business and the franchise agreement shall remain in effect until a final judgment is entered after all appeals are exhausted, provided that, when a motor vehicle dealer appeals a decision upholding a discontinuation, cancellation, or nonrenewal based upon abandonment or revocation of the dealer’s license pursuant to s. 320.27, as lawful reasons for such discontinuation, cancellation, or nonrenewal, the franchise agreement shall remain in effect pending exhaustion of all appeals only if the motor vehicle dealer establishes a likelihood of success on appeal and that the public interest will not be harmed by keeping the franchise agreement in effect pending entry of final judgment after such appeal.

(8) If a transfer is proposed pursuant to s. 320.643(1) or (2) after a notice of intent to discontinue, cancel, or not renew a franchise agreement is received but, prior to the final determination, including exhaustion of all appellate remedies of a motor vehicle dealer’s complaint or petition contesting such action, the termination proceedings shall be stayed, without bond, during the period that the transfer is being reviewed by the licensee pursuant to s. 320.643. During the period that the transfer is being reviewed by the licensee, pursuant to s. 320.643, the franchise agreement shall remain in full force and effect, and the motor vehicle dealer shall retain all rights and remedies pursuant to the terms and conditions of the franchise agreement and applicable law, including all rights of transfer until such time as the licensee has accepted or rejected the proposed transfer. If the proposed transfer is rejected, the motor vehicle dealer shall retain all of its rights pursuant to s. 320.643 to an administrative determination as to whether the licensee’s rejection is in compliance with the provisions of s. 320.643, and during the pendency of any such administrative proceeding, and any related appellate proceedings, the termination proceedings shall remain stayed without bond, the franchise agreement shall remain in full force and effect, and the motor vehicle dealer shall retain all rights and remedies pursuant to the terms and conditions of the franchise agreement and applicable law, including all rights of transfer. If a transfer is approved by the licensee or mandated by law, the termination proceedings shall be dismissed with prejudice as moot. This subsection applies only to the first two proposed transfers pursuant to s. 320.643(1) or (2) after notice of intent to discontinue, cancel, or not renew is received.

History.—s. 9, ch. 70-424; s. 1, ch. 70-439; s. 3, ch. 76-168; s. 1, ch. 77-457; ss. 6, 16, 17, ch. 80-217; ss. 2, 3, ch. 81-318; s. 6, ch. 84-69; ss. 11, 20, 21, ch. 88-395; s. 4, ch. 91-429; s. 373, ch. 95-148; s. 22, ch. 2001-196; s. 2, ch. 2007-195; s. 3, ch. 2017-187; s. 2, ch. 2025-38.

Notes of Decisions

Cited in 33 cases (6 in the last 5 years), 1973–2022 · leading case: Recovery Racing, LLC d/b/a Maserati of Ft. Lauderdale v. Maserati North Am., Inc., 261 So. 3d 600 (Fla. 4th DCA 2019).

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Recovery Racing, LLC d/b/a Maserati of Ft. Lauderdale v. Maserati North Am., Inc., 261 So. 3d 600 (Fla. 4th DCA 2019). · cites it 15× “The dealers challenged the 2017 program under section 320.641, Florida Statutes (2017).”

Lauderdale Motorcar Corp. v. Rolls-Royce Motors Inc. (In Re Lauderdale Motorcar Corp.), 35 B.R. 544 (Bankr. S.D. Florida 1983). · cites it 12× “No complaint was filed by the Debtor with the Florida Department of Highway Safety and Motor Vehicles, pursuant to Fla.Stat. § 320.641 on or before September 30, 1983.”

Barry Cook Ford, Inc. v. Ford Motor Co., 616 So. 2d 512 (Fla. 1st DCA 1993). · cites it 12× “Thereafter, in August 1988, Cook Ford filed a complaint with the Department of Highway Safety and Motor Vehicles (DHSMV) on the authority of section 320.641, Florida Statutes (1987), seeking a determination of whether the proposed termination was unfair or prohibited.”

New Motor Veh. Bd. of Cal. v. Orrin W. Fox Co., 439 U.S. 96 (1978). · cites it 2× “§ 12-6-120 (1973); Fla. Stat. § 320.641 (1977); Ga. Code § 84-6610 (f) (Supp.”

Daewoo Motor Am., Inc. v. Gen. Motors Corp., 459 F.3d 1249 (11th Cir. 2006). · cites it 2× “§ 362 ) against GM; (11) Constructive Termination of the Distribution/Franchise Agreement (Fla.Stat. § 320.641) against all defendants; (12) Illegal Conduct Related to Motor Vehicle Business (Fla.”

MERCEDES-BENZ OF NA v. Mike Smith Pontiac GMC, Inc., 561 So. 2d 620 (Fla. 1st DCA 1990). · cites it 7× “[2] On January 16, 1986, MSP filed an administrative complaint with the Department pursuant to section 320.641, Florida Statutes (1985), alleging unfair termination of the dealer agreement.”

Chrysler v. Fla. Dept. of High. Saf., 720 So. 2d 563 (Fla. 2d DCA 1998). · cites it 13× “At the August 1, 1997, motion hearing in the circuit court, the Department argued for dismissal on the grounds 1) that section 320.641 affords due-process rights to motor vehicle dealers when a manufacturer proposes to amend a franchise agreement; 2) that Chrysler was improperly…”

Yamaha Parts Distributors Inc. v. Ehrman, 316 So. 2d 557 (Fla. 1975). · cites it 4× “Yamaha contends that the 90 day notice requirement of Section 320.641 cannot be applied to its 1970 franchise contract with U-Cycle because the statute was intended to be prospective in operation.”

Mercedes-Benz of Na v. Dept. of Mv, 455 So. 2d 404 (Fla. 2d DCA 1984). · cites it 5× “The court also struck MBNA's final defense relating to the impact of the 1980 amendment, reasoning that under section 320.641(3), Florida Statutes (1971), all beneficial changes accrue to the benefit of the continuing dealer, Fifth Avenue.”

Int'l Harvester Co. v. Calvin, 353 So. 2d 144 (Fla. 1st DCA 1977). · cites it 5× “The Director has so acted under Section 320.641, Florida Statutes (1975), which allows him to find an "unfair cancellation" in such situations.”

Fiat Motors of North Am., Inc. v. Calvin, 356 So. 2d 908 (Fla. 1st DCA 1978). · cites it 4× “Section 320.641(3), Florida Statutes (1977), provides: *909 (3) Any motor vehicle dealer whose franchise agreement is discontinued, canceled, or not renewed may, within [90 days before the date of cancellation], file with the [Department of Highway Safety and Motor Vehicles] a…”

Pearson v. Ford Motor Co., 694 So. 2d 61 (Fla. 1st DCA 1997). · cites it 2× “Appellant alleges violation of section 320.641, unfair cancellation of franchise agreements; section 320.”

Show all 33 citing cases →

— 320.641(1) — 1 case

Lauderdale Motorcar Corp. v. Rolls-Royce Motors Inc. (In Re Lauderdale Motorcar Corp.), 35 B.R. 544 (Bankr. S.D. Florida 1983). “No complaint was filed by the Debtor with the Florida Department of Highway Safety and Motor Vehicles, pursuant to Fla.Stat. § 320.641 on or before September 30, 1983.”

— 320.641(1)(a) — 7 cases

Recovery Racing, LLC d/b/a Maserati of Ft. Lauderdale v. Maserati North Am., Inc., 261 So. 3d 600 (Fla. 4th DCA 2019). “The dealers challenged the 2017 program under section 320.641, Florida Statutes (2017).”

MERCEDES-BENZ OF NA v. Mike Smith Pontiac GMC, Inc., 561 So. 2d 620 (Fla. 1st DCA 1990). “[2] On January 16, 1986, MSP filed an administrative complaint with the Department pursuant to section 320.641, Florida Statutes (1985), alleging unfair termination of the dealer agreement.”

Yamaha Parts Distributors Inc. v. Ehrman, 316 So. 2d 557 (Fla. 1975). “Yamaha contends that the 90 day notice requirement of Section 320.641 cannot be applied to its 1970 franchise contract with U-Cycle because the statute was intended to be prospective in operation.”

Barry Cook Ford, Inc. v. Ford Motor Co., 616 So. 2d 512 (Fla. 1st DCA 1993). “Thereafter, in August 1988, Cook Ford filed a complaint with the Department of Highway Safety and Motor Vehicles (DHSMV) on the authority of section 320.641, Florida Statutes (1987), seeking a determination of whether the proposed termination was unfair or prohibited.”

Chrysler v. Fla. Dept. of High. Saf., 720 So. 2d 563 (Fla. 2d DCA 1998). “At the August 1, 1997, motion hearing in the circuit court, the Department argued for dismissal on the grounds 1) that section 320.641 affords due-process rights to motor vehicle dealers when a manufacturer proposes to amend a franchise agreement; 2) that Chrysler was improperly…”

— 320.641(1)(b) — 3 cases

Porsche Cars North Am., Inc. v. Copans Motors, Inc., d/b/a Champion Porsche (Fla. 4th DCA 2022).

— 320.641(2) — 1 case

— 320.641(3) — 20 cases

Mercedes-Benz of Na v. Dept. of Mv, 455 So. 2d 404 (Fla. 2d DCA 1984). “The court also struck MBNA's final defense relating to the impact of the 1980 amendment, reasoning that under section 320.641(3), Florida Statutes (1971), all beneficial changes accrue to the benefit of the continuing dealer, Fifth Avenue.”

Fiat Motors of North Am., Inc. v. Calvin, 356 So. 2d 908 (Fla. 1st DCA 1978). “Section 320.641(3), Florida Statutes (1977), provides: *909 (3) Any motor vehicle dealer whose franchise agreement is discontinued, canceled, or not renewed may, within [90 days before the date of cancellation], file with the [Department of Highway Safety and Motor Vehicles] a…”

— 320.641(4) — 1 case

In Re Tom Stimus Chrysler-Plymouth, Inc., 134 B.R. 676 (Bankr. M.D. Fla. 1991).

— 320.641(5) — 4 cases

Gus Machado Buick-GMC Truck, Inc. v. Gen. Motors Corp., 623 So. 2d 810 (Fla. 1st DCA 1993).

Gen. Motors Corp. v. Gus Machado Buick-GMC, Inc., 581 So. 2d 637 (Fla. 1st DCA 1991).

J. R. Furlong, Inc. v. Chrysler Corp., 419 So. 2d 385 (Fla. 4th DCA 1982).

— 320.641(7) — 1 case

Gus Machado Buick-GMC Truck, Inc. v. Gen. Motors Corp., 623 So. 2d 810 (Fla. 1st DCA 1993).

— 320.641(l) — 1 case

Gen. Motors Corp. v. Gus Machado Buick-GMC, Inc., 581 So. 2d 637 (Fla. 1st DCA 1991).

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