Okla. Stat. tit. 15, § 15-245A.3: Good cause

A. This section will only apply to single-line dealer

agreements.

B. No supplier may terminate a dealer agreement without good

cause. For purposes of this section and Section 8 of this act only,

“good cause” means failure by a dealer to comply with requirements

imposed upon the dealer by the dealer agreement if such requirements

are not different from those imposed on other similarly situated

dealers. In addition, good cause exists whenever:

1. There has been a closeout or sale of a substantial part of

the dealer’s assets related to the equipment business, or there has

been a commencement of a dissolution or liquidation of the dealer;

2. The dealer 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 dealer has substantially defaulted under a chattel

mortgage or other security agreement between the dealer and the

supplier, or there has been a revocation or discontinuance of a

guarantee of a present or future obligation of the dealer to the

supplier;

4. The dealer has failed to operate in the normal course of

business for seven (7) consecutive days or has otherwise abandoned

its business;

5. The dealer has pleaded guilty to or has been convicted of a

felony affecting the relationship between the dealer and the

supplier; or

6. The dealer 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; provided, however, good cause does not exist if

the supplier consents to an action described in this paragraph.

C. Except as otherwise provided in this subsection, a supplier

shall provide a dealer with at least ninety (90) days written notice

of termination. The notice must state all reasons constituting good

cause for such termination and must state that the dealer has sixty

(60) days in which to cure any claimed deficiency. If the

deficiency is rectified within sixty (60) days, the notice will be

void. Notwithstanding the foregoing, if the good cause for

termination is due to the dealer’s failure to meet or maintain the

supplier’s requirements for 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 and right to

cure provisions under this paragraph shall not apply if the reason

for termination is for any reason set forth in paragraphs 1 through

6 of subsection B of this section.