Sale or transfer of supplier's business.

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  • (1)
    • (a) For purposes of this section, "successor" means a supplier who obtains a distribution right of a brand that a wholesaler distributes in this state pursuant to a distributorship agreement with another supplier who previously had the distribution rights of the brand.
    • (b) For purposes of Subsection (1)(a), the successor may obtain a distribution right:
      • (i) by any means, including:
        • (A) merger;
        • (B) purchase of corporate shares; or
        • (C) purchase of assets; and
      • (ii) from:
        • (A) a supplier; or
        • (B) a person acting in an official capacity who is not a supplier including a nominee, representative, or fiduciary.
  • (2)
    • (a) A successor to a supplier that acquires a supplier's product or brand in this state is bound by the terms and conditions of each distributorship agreement with a wholesaler in this state that was in effect on the date on which the successor receives the assets or rights of the previous supplier.
    • (b) Notwithstanding Subsection (2)(a), if the requirements of Subsection (2)(c) are met, a successor may contractually require the wholesaler to:
      • (i) execute a new distributorship agreement; and
      • (ii) comply with the successor's operational standards of performance.
    • (c) A successor may impose a requirement under Subsection (2)(b) if:
      • (i) the operational standards of performance being required are consistent with this chapter;
      • (ii) the operational standards of performance being required are uniformly imposed by the successor on similarly situated wholesalers; and
      • (iii) the successor provides the wholesaler at least one year to:
        • (A) execute a new distributorship agreement; and
        • (B) comply with the operational standards of performance.




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