Tennessee Code Annotated
Tenn. Code Ann. § 47-25-1302 (2026)
Retail agreement modifications for good cause
✓ current as of May 2026
- (a) No supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a retail agreement without good cause. "Good cause" means failure by a retailer to comply with requirements imposed upon the retailer by the retail agreement if such requirements are not different from those imposed on other retailers similarly situated in this state. In addition, good cause exists whenever:
- (1) There has been a closeout on the sale of a substantial part of the retailer's assets related to the equipment business, or there has been a commencement of a dissolution or liquidation of the retailer;
- (2) The retailer has changed its principal place of business or added additional locations without prior approval of the supplier, which shall not be unreasonably withheld;
- (3) The retailer has substantially defaulted under a chattel mortgage or other security agreement between the retailer and the supplier, or there has been a revocation or discontinuance of a guarantee of a present or future obligation of the retailer to the supplier;
- (4) The equipment retailer has failed to operate in the normal course of business for seven (7) consecutive days or has otherwise abandoned the business;
- (5) The retailer has pleaded guilty to or has been convicted of a felony affecting the relationship between the retailer and the supplier; or
- (6) The retailer transfers an interest in the dealership, or a person with a substantial interest in the ownership or control of the dealership, including an individual proprietor, partner or major shareholder, withdraws from the dealership or dies, or a substantial reduction occurs in the interest of a partner or major shareholder in the dealership. However, good cause does not exist if the supplier consents to an action described in this subsection (a).
- (b) Except as otherwise provided herein, a supplier shall provide a retailer with at least ninety (90) days' written notice of termination, cancellation or nonrenewal of the retail agreement and a sixty-day right to cure the deficiency. If the deficiency is cured within the allotted time, the notice is void. In the case where cancellation is enacted due to market penetration, a reasonable period of time shall have existed where the supplier has worked with the dealer to gain the desired market share. The notice shall state all reasons constituting good cause for action. The notice is not required if the reason for termination, cancellation or nonrenewal is a violation under subsection (a).
Acts 1999, ch. 193, § 3.
Notes of Decisions
Cited in 10
cases (3 in the last 5 years), 1991–2024 · leading case: NACCO Materials Handling Grp., Inc. v. Toyota Materials Handling USA, Inc., 246 F. App'x 929 (6th Cir. 2007).
NACCO Materials Handling Grp., Inc. v. Toyota Materials Handling USA, Inc., 246 F. App'x 929 (6th Cir. 2007). “Tenn.Code Ann. § 47-25-1302(b). As discussed above, Lilly was entitled to notice of any violations of the DMAs and sixty days to cure those violations.”
Freightliner of Knoxville, Inc. v. Daimlerchrysler Vans, LLC, 438 F. Supp. 2d 869 (E.D. Tenn. 2006). “Count VII asserts a violation of Tenn.Code Ann. § 47-25-1302 against DC Vans for changing competitive circumstances.”
Middle Tennessee Assocs., Inc. v. Leeville Motors, Inc., 803 S.W.2d 206 (Tenn. 1991). “Case law from those jurisdictions is largely concerned with the interpretation of legislative definitions of the term “franchise.”
Wirtgen Am., Inc. v. Hayden-Murphy Equip. Co. (M.D. Tenn. 2023). “Tenn. Code Ann. § 47-25-1302 . Minnesota, however, has its own, quite similar but not identical, statute governing the same subject matter for heavy equipment dealers: Subdivision 1.”
NACCO Materials Handling Grp., Inc. v. Toyota Materials Handling USA, Inc., 366 F. Supp. 2d 597 (W.D. Tenn. 2004). “4 Tennessee Code Annotated § 47-25-1302 states that “[n]o supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially *606 change the competitive circumstances of a retail agreement without good cause.” TenmCode Ann.”
Wirtgen Am., Inc. v. Hayden-Murphy Equip. Co. (M.D. Tenn. 2024). “Tenn. Code Ann. §§ 47-25-1302 (a). The statute defines “good cause” to refer, first, to any “failure by a retailer to comply with requirements imposed upon the retailer by the retail agreement if such requirements are not different from those imposed on other retailers similarly…”
Power & Tel. Supply Co., Inc. v. Harmonic, Inc., 268 F. Supp. 2d 981 (W.D. Tenn. 2003). “The parties have also disagreed as to whether Harmonic terminated or substantially changed the competitive circumstances of the parties’ agreement under § 47-25-1302 by selling fiber optic equipment directly to RCN.”
Cummings, McGowan, & West, Inc. v. Wirtgen Am., Inc., 160 F. App'x 458 (6th Cir. 2005). “” Tenn.Code Ann. § 47-25-1302 (West 2005). The amendments, specifically made retrospective, further provided that a supplier may not “[cjoerce a retailer into refusing to purchase equipment manufactured by another supplier.”
Wirtgen Am., Inc. v. Hayden-Murphy Equip. Co. (M.D. Tenn. 2023). “For example, Tenn. Code Ann. § 47-25-1302 requires that “[n]o supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially change the competitive circumstances of a retail agreement without good cause,” even if the parties’…”
Freightliner v. DaimlerChrysler Vans (6th Cir. 2007). “First, it alleges that by dual-branding the Sprinter van and by selling the van through Dodge dealerships, DC Vans has effected a “substantial[] change in the competitive circumstances of a retail agreement.”
— Tenn. Code Ann. § 47-25-1302(a) — 2 cases
NACCO Materials Handling Grp., Inc. v. Toyota Materials Handling USA, Inc., 366 F. Supp. 2d 597 (W.D. Tenn. 2004). “4 Tennessee Code Annotated § 47-25-1302 states that “[n]o supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially *606 change the competitive circumstances of a retail agreement without good cause.” TenmCode Ann.”
Middle Tennessee Assocs., Inc. v. Leeville Motors, Inc., 803 S.W.2d 206 (Tenn. 1991). “Case law from those jurisdictions is largely concerned with the interpretation of legislative definitions of the term “franchise.”
— Tenn. Code Ann. § 47-25-1302(b) — 2 cases
NACCO Materials Handling Grp., Inc. v. Toyota Materials Handling USA, Inc., 246 F. App'x 929 (6th Cir. 2007). “Tenn.Code Ann. § 47-25-1302(b). As discussed above, Lilly was entitled to notice of any violations of the DMAs and sixty days to cure those violations.”
NACCO Materials Handling Grp., Inc. v. Toyota Materials Handling USA, Inc., 366 F. Supp. 2d 597 (W.D. Tenn. 2004). “4 Tennessee Code Annotated § 47-25-1302 states that “[n]o supplier, directly or through an officer, agent or employee, may terminate, cancel, fail to renew or substantially *606 change the competitive circumstances of a retail agreement without good cause.” TenmCode Ann.”
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