§ 537a-10

537A.10 Franchise agreements. 1. Definitions. When used in this section, unless the context otherwise requires:a. 'Affiliate' means a person controlling, controlled by, or under common control with another person, every officer or director of such a person, and every person occupying asimilar status or performing similar functions. b. 'Business day' means a day other than a Saturday, Sunday, or federal holiday.c. (1) 'Franchise' means either of the following:(a) An oral or written agreement, either express or implied, which provides all of the following: (i) Grants the right to distribute goods or provide services under a marketing plan prescribed or suggested in substantial part by the franchisor. (ii) Requires payment of a franchise fee to a franchisor or its affiliate.(iii) Allows the franchise business to be substantially associated with a trademark, service mark, trade name, logotype, advertisement, or other commercial symbol of or designatingthe franchisor or its affiliate. (b) A master franchise.(2) 'Franchise' does not include any business that is operated under a lease or license on the premises of the lessor or licensor as long as such business is incidental to the

(b) A master franchise.(2) 'Franchise' does not include any business that is operated under a lease or license on the premises of the lessor or licensor as long as such business is incidental to the businessconducted by the lessor or licensor on such premises, including, without limitation, leaseddepartments, licensed departments, and concessions and the leased or licensed departmentoperates only under the trademark, trade name, service mark, or other commercial symboldesignating the lessor or licensor. (3) 'Franchise' also does not include any contract under which a petroleum retailer or petroleum distributor is authorized or permitted to occupy leased marketing premises, whichpremises are to be employed in connection with the sale, consignment, or distribution ofmotor fuel under a trademark which is owned or controlled by a refiner which is regulatedby the federal Petroleum Marketing Practices Act, 15 U.S.C. §2801 et seq. The term 'refiner'means any person engaged in the refining of crude oil to produce motor fuel, and includesany affiliate of such person. 'Franchise' also does not include a contract entered into by anyperson regulated under chapter 103A, subchapter IV, or

ng of crude oil to produce motor fuel, and includesany affiliate of such person. 'Franchise' also does not include a contract entered into by anyperson regulated under chapter 103A, subchapter IV, or chapter 123, 322, 322A, 322C, 322D,322F, 522B, or 543B, or a contract establishing a franchise relationship with respect to thesale of construction equipment, lawn or garden equipment, or real estate. d. 'Franchise fee' means a direct or indirect payment to purchase or operate a franchise. Franchise fee does not include any of the following: (1) Payment of a reasonable service charge to the issuer of a credit card by an establishment accepting the credit card. (2) Payment to a trading stamp company by a person issuing trading stamps in connection with a retail sale. (3) An agreement to purchase at a bona fide wholesale price a reasonable quantity of tangible goods for resale. (4) The purchase or agreement to purchase, at a fair market value, any fixtures, equipment, leasehold improvements, real property, supplies, or other materials reasonablynecessary to enter into or continue a business.

r agreement to purchase, at a fair market value, any fixtures, equipment, leasehold improvements, real property, supplies, or other materials reasonablynecessary to enter into or continue a business. (5) Payments by a purchaser pursuant to a bona fide loan from a seller to the purchaser.(6) Payment of rent which reflects payment for the economic value of leased real or personal property. (7) The purchase or agreement to purchase promotional or demonstration supplies, materials, or equipment furnished at fair market value and not intended for resale. e. 'Franchisee' means a person to whom a franchise is granted. Franchisee includes the following: (1) A subfranchisor with regard to its relationship with a franchisor.(2) A subfranchisee with regard to its relationship with a subfranchisor.f. 'Franchisor' means a person who grants a franchise or master franchise, or an affiliate of such a person. Franchisor includes a subfranchisor with regard to its relationship with afranchisee, unless stated otherwise in this section. Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0) §537A.10, CONTRACTS 2 g.

es a subfranchisor with regard to its relationship with afranchisee, unless stated otherwise in this section. Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0) §537A.10, CONTRACTS 2 g. 'Marketing plan' means a plan or system concerning a material aspect of conducting business. Indicia of a marketing plan include any of the following: (1) Price specification, special pricing systems, or discount plans.(2) Sales or display equipment or merchandising devices.(3) Sales techniques.(4) Promotional or advertising materials or cooperative advertising.(5) Training regarding the promotion, operation, or management of the business.(6) Operational, managerial, technical, or financial guidelines or assistance.h. 'Master franchise' means an agreement by which a person pays a franchisor for the right to sell or negotiate the sale of franchises. i. 'Offer' or 'offer to sell' means every attempt to offer or to dispose of, or solicitation of an offer to buy, a franchise or interest in a franchise for value. j. 'Person' means a person as defined in section 4.1, subsection 20.k. 'Sale' or 'sell' means every contract or agreement of sale of, contract to sell or disposition of, a

t in a franchise for value. j. 'Person' means a person as defined in section 4.1, subsection 20.k. 'Sale' or 'sell' means every contract or agreement of sale of, contract to sell or disposition of, a franchise or interest in a franchise for value. l. 'Subfranchise' means an agreement by which a person pays a franchisor for the right to sell or negotiate the sale of franchises. m. 'Subfranchisee' means a person who is granted a franchise from a subfranchisor.n. 'Subfranchisor' means a person who is granted a master franchise.2. Applicability. Notwithstanding section 523H.2, this section applies to a new or existing franchise that is operated in this state and that is subject to an agreement entered into on orafter July 1, 2000. For purposes of this section, the franchise is operated in this state onlyif the premises from which the franchise is operated are physically located in this state. Forpurposes of this section, a franchise including marketing rights in or to this state, is deemed tobe operated in this state only if the franchisee’s principal business office is physically locatedin this state.

this section, a franchise including marketing rights in or to this state, is deemed tobe operated in this state only if the franchisee’s principal business office is physically locatedin this state. This section does not apply to a franchise solely because an agreement relatingto the franchise provides that the agreement is subject to or governed by the laws of this state.The provisions of this section do not apply to any existing or future contracts between Iowafranchisors and franchisees who operate franchises located out-of-state. 3. Jurisdiction and venue of disputes.a. A provision in a franchise agreement restricting jurisdiction to a forum outside this state is void with respect to a claim otherwise enforceable under this section. b. A civil action or proceeding arising out of a franchise may be commenced wherever jurisdiction over the parties or subject matter exists, even if the agreement limits actions orproceedings to a designated jurisdiction. c. Venue for a civil action commenced under this chapter shall be determined in accordance with chapter 616. 4. Waivers void. A condition, stipulation, or provision requiring a franchisee to waive compliance with or relieving a

commenced under this chapter shall be determined in accordance with chapter 616. 4. Waivers void. A condition, stipulation, or provision requiring a franchisee to waive compliance with or relieving a person of a duty or liability imposed by or a right provided bythis section or a rule or order under this section is void. This subsection shall not affect thesettlement of disputes, claims, or civil lawsuits arising or brought pursuant to this section. 5. Transfer of franchise.a. A franchisee may transfer the franchised business and franchise to a transferee, provided that the transferee satisfies the reasonable current qualifications of the franchisorfor new franchisees. For the purposes of this subsection, a reasonable current qualificationfor a new franchisee is a qualification based upon a legitimate business reason. If theproposed transferee does not meet the reasonable current qualifications of the franchisor,the franchisor may refuse to permit the transfer, provided that the refusal of the franchisorto consent to the transfer is not arbitrary or capricious. b. (1) A franchisee may transfer less than a controlling interest in the franchise to an employee stock ownership plan,

sal of the franchisorto consent to the transfer is not arbitrary or capricious. b. (1) A franchisee may transfer less than a controlling interest in the franchise to an employee stock ownership plan, or employee incentive plan provided that more than fiftypercent of the entire franchise is held by those who meet the franchisor’s reasonable currentqualifications for franchisees, and such transfer is approved by the franchisor. Approval ofsuch transfer shall not be unreasonably withheld. (2) If pursuant to such a transfer fifty percent or less of the entire franchise would be owned by persons who meet the franchisor’s reasonable current qualifications, the franchisor Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0) may refuse to authorize the transfer, provided that enforcement of the reasonable currentqualifications is not arbitrary or capricious. (3) Participation by an employee in an employee stock ownership plan or employee incentive plan established pursuant to this subsection does not confer upon such employeeany right to access trade secrets protected under the franchise agreement, which access theemployee would not otherwise have if the employee did not

this subsection does not confer upon such employeeany right to access trade secrets protected under the franchise agreement, which access theemployee would not otherwise have if the employee did not participate in such plan. c. A franchisor may require as a condition of a transfer any of the following:(1) That the transferee successfully complete a training program.(2) That a transfer fee be paid to reimburse the franchisor for the franchisor’s actual expenses directly attributable to the transfer. (3) That the franchisee pay or make provision acceptable to the franchisor to pay any amount due the franchisor or the franchisor’s affiliate. (4) That the financial terms of the transfer comply at the time of the transfer with the franchisor’s current financial requirements for franchisees. d. A franchisee shall give the franchisor no less than sixty days’ written notice of a transfer which is subject to this subsection, and on request from the franchisor shall provide in writingthe ownership interests of all persons holding or claiming an equitable or beneficial interestin the franchise subsequent to the transfer or the franchisee, as appropriate.

or shall provide in writingthe ownership interests of all persons holding or claiming an equitable or beneficial interestin the franchise subsequent to the transfer or the franchisee, as appropriate. A franchiseeshall not circumvent the intended effect of a contractual provision governing the transfer ofthe franchise or an interest in the franchise by means of a management agreement, lease,profit-sharing agreement, conditional assignment, or other similar device. e. A transfer by a franchisee is deemed to be approved sixty days after the franchisee submits the request for consent to the transfer unless the franchisor withholds consent to thetransfer as evidenced in writing, specifying the reason or reasons for withholding the consent.The written notice must be delivered to the franchisee prior to the expiration of the sixty-dayperiod. Any such notice is privileged and is not actionable based upon a claim of defamation. f. A franchisor shall not discriminate against a proposed transferee of a franchise on the basis of race, color, national origin, religion, sex, or disability. g. A transfer of less than a controlling interest in the franchise to the franchisee’s spouse or child or

ee of a franchise on the basis of race, color, national origin, religion, sex, or disability. g. A transfer of less than a controlling interest in the franchise to the franchisee’s spouse or child or children shall be permitted if following the transfer more than fifty percent of theinterest in the entire franchise is held by those who meet the franchisor’s reasonable currentqualifications. If following such a transfer fifty percent or less of the interest in the franchisewould be owned by persons who meet the franchisor’s reasonable current qualifications, thefranchisor may refuse to authorize the transfer, provided that enforcement of the reasonablecurrent qualifications is not arbitrary or capricious. h. A franchisor shall not deny the surviving spouse or a child or children of a deceased or permanently disabled franchisee the opportunity to participate in the ownership of afranchise under a valid franchise agreement for a reasonable period, which need not exceedone year, after the death or disability of the franchisee. During such reasonable period,the surviving spouse or the child or children of the franchisee shall either meet all of thequalifications which the franchisee

he death or disability of the franchisee. During such reasonable period,the surviving spouse or the child or children of the franchisee shall either meet all of thequalifications which the franchisee was subject to at the time of the death or disability of thefranchisee, or sell, transfer, or assign the franchise to a person who meets the franchisor’scurrent qualifications for a new franchisee. The rights granted pursuant to this subsectionare subject to the surviving spouse or the child or children of the franchisee maintaining allstandards and obligations of the franchise. i. Incorporation of a proprietorship franchise shall be permitted upon sixty days’ prior written notice to the franchisor. Such incorporation does not prohibit a franchisor fromrequiring a personal guaranty by the franchisee of obligations related to the franchise, andthe owners of the corporation must meet the franchisor’s reasonable current qualificationsfor franchisees. j. A transfer within an existing ownership group of a franchise shall be permitted provided that the transferee meets the franchisor’s reasonable current qualifications forfranchisees, and written notice is submitted to the franchisor sixty

p group of a franchise shall be permitted provided that the transferee meets the franchisor’s reasonable current qualifications forfranchisees, and written notice is submitted to the franchisor sixty days prior to such atransfer. If less than fifty percent of the franchise would be owned by persons who meet thefranchisor’s reasonable current qualifications, the franchisor may refuse to authorize the Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0) §537A.10, CONTRACTS 4 transfer, provided that enforcement of the reasonable current qualifications is not arbitraryor capricious. 6. Encroachment.a. If a franchisor develops, or grants to a franchisee the right to develop, a new outlet or location which sells essentially the same goods or services under the same trademark,service mark, trade name, logotype, or other commercial symbol as an existing franchiseeand the new outlet or location is in unreasonable proximity to the existing franchisee’s outletor location and has an adverse effect on the gross sales of the existing franchisee’s outletor location, the existing adversely affected franchisee has a cause of action for monetarydamages in an amount calculated pursuant

adverse effect on the gross sales of the existing franchisee’s outletor location, the existing adversely affected franchisee has a cause of action for monetarydamages in an amount calculated pursuant to paragraph 'd', unless any of the followingapply: (1) The franchisor has first offered the new outlet or location to the existing franchisee on the same basic terms and conditions available to the other potential franchisee and suchexisting franchisee meets the reasonable current qualifications of the franchisor includingany financial requirements, or, if the new outlet or location is to be owned by the franchisor,on the terms and conditions that would ordinarily be offered to a franchisee for a similarlysituated outlet or location. (2) The adverse impact on the existing franchisee’s annual gross sales, based on a comparison to the annual gross sales from the existing outlet or location during thetwelve-month period immediately preceding the opening of the new outlet or location, isdetermined to have been less than six percent during the first twelve months of operationof the new outlet or location.

month period immediately preceding the opening of the new outlet or location, isdetermined to have been less than six percent during the first twelve months of operationof the new outlet or location. (3) The existing franchisee, at the time the franchisor develops, or grants to a franchisee the right to develop, a new outlet or location, is not in compliance with the franchisor’sthen current reasonable criteria for eligibility for a new franchise, not including any financialrequirements. (4) The existing franchisee has been granted reasonable territorial rights and the new outlet or location does not violate those territorial rights. b. (1) The franchisor, with respect to claims made under paragraph 'a', shall establish both of the following: (a) A formal procedure for hearing and acting upon claims by an existing franchisee with regard to a decision by the franchisor to develop, or grant to a franchisee the right to develop,a new outlet or location, prior to the opening of the new outlet or location. (b) A reasonable formal procedure for mediating a dispute resulting in an award of compensation or other form of consideration to a franchisee to offset all or a portion ofthe

new outlet or location. (b) A reasonable formal procedure for mediating a dispute resulting in an award of compensation or other form of consideration to a franchisee to offset all or a portion ofthe franchisee’s lost profits caused by the establishment of the new outlet or location. Theprocedure shall involve a neutral third-party mediator. The procedure shall be deemedreasonable if approved by a majority of the franchisor’s franchisees in the United States. (2) A dispute submitted to a formal procedure under subparagraph (1) does not diminish the rights of a franchisor or franchisee to bring a cause of action for a violation of thissubsection if no settlement results from such procedure. c. A franchisor shall establish and make available to its franchisees a written policy setting forth its reasonable criteria to be used by the franchisor to determine whether an existingfranchisee is eligible for a franchise for an additional outlet or location. d. (1) In establishing damages under a cause of action brought pursuant to this subsection, the franchisee has the burden of proving the amount of lost profits attributableto the compensable sales.

. d. (1) In establishing damages under a cause of action brought pursuant to this subsection, the franchisee has the burden of proving the amount of lost profits attributableto the compensable sales. In any action brought under this subsection, the damages payableshall be limited to no more than three years of the proven lost profits. For purposes of thisparagraph, 'compensable sales' means the annual gross sales from the existing outlet orlocation during the twelve-month period immediately preceding the opening of the newoutlet or location less both of the following: (a) Six percent of the annual gross sales for that twelve-month period immediately preceding the opening of the new outlet or location. (b) The actual gross sales from the operation of the existing outlet or location for the twelve-month period immediately following the opening of the new outlet or location. Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0) (2) Compensable sales shall exclude any amount attributable to factors other than the opening and operation of the new outlet or location. e. Any cause of action brought under this subsection must be filed within eighteen months of the opening of

attributable to factors other than the opening and operation of the new outlet or location. e. Any cause of action brought under this subsection must be filed within eighteen months of the opening of the new outlet or location or within thirty days after the completion of theprocedure under paragraph 'b', subparagraph (1), whichever is later. 7. Termination.a. Except as otherwise provided by this section, a franchisor shall not terminate a franchise prior to the expiration of its term except for good cause. For purposes of thissubsection, 'good cause' is cause based upon a legitimate business reason. 'Good cause'includes the failure of the franchisee to comply with any material lawful requirement ofthe franchise agreement, provided that the termination by the franchisor is not arbitrary orcapricious. The burden of proof of showing that the action of the franchisor is arbitrary orcapricious shall rest with the franchisee. b. Prior to termination of a franchise for good cause, a franchisor shall provide a franchisee with written notice stating the basis for the proposed termination. After serviceof written notice, the franchisee shall have a reasonable period of time to cure the

chisor shall provide a franchisee with written notice stating the basis for the proposed termination. After serviceof written notice, the franchisee shall have a reasonable period of time to cure the default,which in no event shall be less than thirty days or more than ninety days. In the event ofnonpayment of moneys due under the franchise agreement, the period to cure need notexceed thirty days. c. Notwithstanding paragraph 'b', a franchisor may terminate a franchise upon written notice and without an opportunity to cure if any of the following apply: (1) The franchisee or the business to which the franchise relates is declared bankrupt or judicially determined to be insolvent. (2) All or a substantial part of the assets of the franchise or the business to which the franchisee relates are assigned to or for the benefit of any creditor which is subject to chapter681. An assignment for the benefit of any creditor pursuant to this subparagraph does notinclude the granting of a security interest in the normal course of business. (3) The franchisee voluntarily abandons the franchise by failing to operate the business for five consecutive business days during which the franchisee is

y interest in the normal course of business. (3) The franchisee voluntarily abandons the franchise by failing to operate the business for five consecutive business days during which the franchisee is required to operatethe business under the terms of the franchise, or any shorter period after which it is notunreasonable under the facts and circumstances for the franchisor to conclude that thefranchisee does not intend to continue to operate the franchise, unless the failure to operateis due to circumstances beyond the control of the franchisee. (4) The franchisor and franchisee agree in writing to terminate the franchise.(5) The franchisee knowingly makes any material misrepresentations or knowingly omits to state any material facts relating to the acquisition or ownership or operation of thefranchise business. (6) The franchisee repeatedly fails to comply with one or more material provisions of the franchise agreement, when the enforcement of such material provisions is not arbitrary orcapricious, whether or not the franchisee complies after receiving notice of the failure tocomply. (7) The franchised business or business premises of the franchisee are lawfully seized, taken

rary orcapricious, whether or not the franchisee complies after receiving notice of the failure tocomply. (7) The franchised business or business premises of the franchisee are lawfully seized, taken over, or foreclosed by a government authority or official. (8) The franchisee is convicted of a felony or any other criminal misconduct which materially and adversely affects the operation, maintenance, or goodwill of the franchise inthe relevant market. (9) The franchisee operates the franchised business in a manner that imminently endangers the public health and safety. 8. Nonrenewal of a franchise.a. A franchisor shall not refuse to renew a franchise unless both of the following apply:(1) The franchisee has been notified of the franchisor’s intent not to renew at least six months prior to the expiration date or any extension of the franchise agreement. (2) Any of the following circumstances exist:(a) Good cause exists, provided that the refusal of the franchisor to renew is not arbitrary or capricious. For purposes of this subsection, 'good cause' means cause based on a legitimate business reason.

ood cause exists, provided that the refusal of the franchisor to renew is not arbitrary or capricious. For purposes of this subsection, 'good cause' means cause based on a legitimate business reason. Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0) §537A.10, CONTRACTS 6 (b) The franchisor and franchisee agree not to renew the franchise.(c) The franchisor completely withdraws from directly or indirectly distributing its products or services in the geographic market served by the franchisee, provided that uponexpiration of the franchise, the franchisor agrees not to seek to enforce any covenant of thenonrenewed franchisee not to compete with the franchisor or franchisees of the franchisor. b. As a condition of renewal of the franchise, a franchise agreement may require that the franchisee meet the then current requirements for franchises and that the franchisee executea new agreement incorporating the then current terms and fees for new franchises. 9. Sources of goods or services.a. A franchisor shall not require that a franchisee purchase goods, supplies, inventories, or services exclusively from the franchisor or from a source or sources of supply

urces of goods or services.a. A franchisor shall not require that a franchisee purchase goods, supplies, inventories, or services exclusively from the franchisor or from a source or sources of supply specificallydesignated by the franchisor where such goods, supplies, inventories, or services ofcomparable quality are available from sources other than those designated by the franchisor. b. However, the publication by the franchisor of a list of approved suppliers of goods, supplies, inventories, or services, or the requirement that such goods, supplies, inventories,or services comply with specifications and standards prescribed by the franchisor, doesnot constitute designation of a source. Additionally, the reasonable right of a franchisorto disapprove a supplier does not constitute a designation of source. This subsection doesnot apply to the principal goods, supplies, inventories, or services manufactured by thefranchisor, or such goods, supplies, inventories, or services entitled to protection as a tradesecret. 10. Franchisee’s right to associate. A franchisor shall not restrict a franchisee from associating with other franchisees or from participating in a trade association,

to protection as a tradesecret. 10. Franchisee’s right to associate. A franchisor shall not restrict a franchisee from associating with other franchisees or from participating in a trade association, and shall notretaliate against a franchisee for engaging in these activities. 11. Duty of good faith.a. A franchise imposes on the parties a duty of good faith in performance and enforcement of the franchise agreement. 'Good faith' means honesty in fact and the observance ofreasonable commercial standards of fair dealing in the trade. b. The duty of good faith is imposed in situations including, but not limited to, where the franchisor opens a new outlet or location that has an adverse impact on an existing franchisee.A determination of whether the duty of good faith with respect to a new outlet or location hasbeen met shall be made pursuant to the provisions, standards, and procedures in subsection6. 12. Exclusion. For purposes of this section, 'franchise' does not include a contract under which a franchise relationship is established with respect to retreaded tires andrelated equipment used for commercial vehicles. 13. Private civil action.

franchise' does not include a contract under which a franchise relationship is established with respect to retreaded tires andrelated equipment used for commercial vehicles. 13. Private civil action. A person who violates a provision of this section or order issued under this section is liable for damages caused by the violation, including, but not limitedto, costs and reasonable attorneys’ and experts’ fees, and subject to other appropriate reliefincluding injunctive and other equitable relief. 14. Choice of law. A condition, stipulation, or provision requiring the application of the law of another state in lieu of this section is void. 15. Construction with other law. This section does not limit any liability that may exist under another statute or at common law. 16. Construction. This section shall be liberally construed to effectuate its purposes.17. Severability. If any provision or clause of this section or any application of this section to any person or circumstances is held invalid, such invalidity shall not affect otherprovisions or applications of the section which can be given effect without the invalidprovision or application, and to this end the provisions of this

invalid, such invalidity shall not affect otherprovisions or applications of the section which can be given effect without the invalidprovision or application, and to this end the provisions of this section are declared to beseverable. 2000 Acts, ch 1093, §1; 2001 Acts, ch 118, §55; 2002 Acts, ch 1119, §186; 2006 Acts, ch 1090, §22, 26; 2012 Acts, ch 1023, §157 Referred to in §523H.2A Sat Dec 23 01:41:26 2023 Iowa Code 2024, Section 537A.10 (19, 0)